Common use of Preparation of Plans Clause in Contracts

Preparation of Plans. Tenant shall prepare at Tenant’s cost, subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, plans ("Tenant's Plans") for the construction and layout of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9).

Preparation of Plans. Tenant shall prepare is currently preparing, at its sole cost and expense, except as set forth in this Section 2, plans and specifications for the improvements Tenant desires to make in connection with Tenant’s cost, subject to reimbursement from occupancy of the Improvement Allowance Premises (the “Plans”). In addition to the extent permitted under Section 6 of this Exhibit BLandlord’s Contribution (defined below), as hereinafter definedLandlord shall contribute up to $1,764.23 (i.e., plans ("Tenant's Plans") for the construction and layout $0.15 per rentable square foot of the Premises, using ) (the “Landlord's Building Standard Materials ’s Plans Contribution”) toward Tenant’s costs in preparing a preliminary space plan and Finishes, which Tenant one (1) revision. The Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its Landlord’s approval (which may such approval not to be given unreasonably withheld or denied in accordance with Section 5.9 delayed) no later than thirty (30) days from the date hereof, and Landlord shall approve or disapprove of the LeasePlans within five (5) on or before Business Days after receiving them. Any disapproval by Landlord of the Tenant’s Plan Delivery Date (as defined in Section 1.1 Plans shall be accompanied by a reasonably specific statement of this Lease)reasons therefor. Tenants leasing partial floors Tenant shall design entrances, doors and any other elements which visually integrate with cause the elevator lobbies and common areas Plans to be revised in a manner sufficient to remedy Landlord’s objections and/or respond to Landlord’s concerns and with materials shall resubmit the revised the Plans to Landlord, and finishes which are compatible with Landlord shall either approve or disapprove of the Building Standard Materials revised Plans within five (5) Business Days following the date of resubmission. If Landlord shall again disapprove of the Plans, Tenant shall again revise such plans and Finishes for such floor. resubmit them to Landlord reserves pursuant to the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or foregoing procedures until the Plans have been approved by Landlord. The Plans shall be stamped by a Maryland-registered architect and engineer, such architect and engineer being subject to Landlord’s approval as set forth in Section 2(b), below, and shall comply with all applicable laws, ordinances and regulations (Landlord hereby approves AHA Consulting Engineers of Cambridgeincluding, MA and Lexingtonwithout limitation, MA (“AHA Consulting Engineers”) for such purpose). Time is the applicable requirements of the essence Americans with respect Disabilities Act of 1990, as amended from time to Tenant's preparation time, and submission the regulations promulgated thereunder) and the requirements of Tenant's Plansthe Rules and Regulations and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does will not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items alterations or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would additions that require unusual expense to readapt the Premises to general purpose office use the Permitted Use on expiration or (v) otherwise do not comply with the provisions termination of this Lease (includingor increase the cost of insurance on the Building, unless Tenant first gives assurances reasonably acceptable to Landlord that such readaptation will be made prior to such expiration or termination without limitationexpense to Landlord and for payment of any such increased cost. Tenant acknowledges and agrees that any review or approval by Landlord of any plans and/or specifications with respect to Tenant’s Work is solely for Landlord’s benefit, Section 5.9)and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise.

Preparation of Plans. Tenant shall prepare at Tenant’s cost, subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit B, as hereinafter definedSpace Planning Allowance, plans ("“Tenant's ’s Plans"”) for the construction and layout of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials standard materials and Finishes common area finishes for such floor. Tenant may contract directly for design work or through design-build contracts with Landlord reserves approval not to be unreasonably withheld, conditioned or delayed. Where required, Tenant shall employ the right engineers utilized or otherwise approved by Landlord to reject plans which in its opinion fail to comply with this provision. All construct the Building for all mechanical, electrical and plumbing engineering design work work, Landlord approval not to be unreasonably withheld, conditioned or delayed. Tenant reserves the sole right to employ engineers reasonably approved by Landlord for the design of Tenant’s data center. Tenant shall consult with Landlord from time to time as Tenant’s Plans are being prepared and Tenant’s Plans shall be performed by an engineer reasonably designated and/or approved by subject to Landlord. (Landlord hereby approves AHA Consulting Engineers ’s prior written approval prior to the commencement of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plansconstruction. Landlord shall have not unreasonably withhold, condition, or delay Landlord’s approval of the absolute right to approve Tenant's Plans in Landlord's sole discretionTenant Plans, and if, for any reason, Landlord does not approve Tenant's ’s Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, approve any items or aspects of Tenant’s Plans Expansion Construction which in Landlord’s reasonable judgment (i) would materially delay other work in the Building, (ii) would materially increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the the, Building, (iv) would require unusual expense to readapt the Premises to general purpose office use (unless Tenant agrees to remove same and/or readapt the Premises) or (v) otherwise do not comply with the provisions of this the Lease (including, without limitation, Section 5.95.1 D).

Preparation of Plans. Tenant shall prepare at Tenant’s cost, subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit BAllowance, as hereinafter defined, plans ("“Tenant's ’s Plans"”) for the construction and layout of the Premises, using Landlord's Building Standard Materials and Finishes, which . Tenant Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted employ engineers reasonably acceptable to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All all mechanical, electrical and plumbing engineering design work work. Tenant shall consult with Landlord from time to time as Tenant’s Plans are being prepared and Tenant’s Plans shall be performed by an engineer reasonably designated and/or approved by subject to Landlord. (Landlord hereby approves AHA Consulting Engineers ’s prior written approval prior to the commencement of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plansconstruction. Landlord shall have not unreasonably withhold, condition, or delay Landlord’s approval of the absolute right to approve Tenant's Plans in Landlord's sole discretionTenant Plans, and if, for any reason, Landlord does not approve Tenant's ’s Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans Initial Construction (as defined in Section 3.3 of the Lease) which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9). So long as the submittal of Tenant’s Plans to Landlord includes a written statement that the failure to provide comments thereto within five (5) Business Days after Landlord’s receipt thereof, then Landlord’s failure to provide comments to Tenant’s Plans or reject Tenant’s Plans prior to the expiration of such five (5) Business Day period shall be deemed Landlord’s approval thereof.

Preparation of Plans. Tenant shall prepare at submit to Landlord a detailed floor plan layout together with working drawings (the “Tenant’s cost, subject to reimbursement from Submission”) prepared by Elkus Xxxxxxxx (or another architect licensed by the Improvement Allowance to the extent permitted under Section 6 Commonwealth of this Exhibit B, as hereinafter defined, plans ("Tenant's Plans"Massachusetts and reasonably approved by Landlord) for the construction work to be performed by Tenant to prepare the Premises for Tenant’s occupancy (“Tenant’s Work”). Such floor plan layout and layout working drawings (the “Plans”) shall contain at least the information required by, and shall conform to the requirements of, Exhibit B-5. Provided that the Plans contain at least the information required by, and conform to the requirements of, said Exhibit B-5, Landlord’s approval of the PremisesPlans shall not be unreasonably withheld, using conditioned or delayed; however, Landlord's Building Standard Materials and Finishes, ’s determination of matters relating to aesthetic issues relating to alterations or changes to Tenant’s Rooftop Terrace Area which Tenant Plans are visible outside the Premises shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before the TenantLandlord’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Planssole discretion. Landlord shall respond to all Plans within ten (10) business days after receipt thereof. If Landlord disapproves of any Plans, then Tenant shall promptly have the absolute right Plans revised by its architect to approve Tenant's incorporate all 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 without objection or condition. Landlord shall respond to the resubmission of any Plans by Tenant within five (5) days of Landlord’s receipt thereof (or ten (10) days in Landlord's sole discretionthe case of a major redesign). If Landlord shall fail to respond to any submission of the Plans within the applicable time periods set forth herein, then Tenant may, at any time thereafter, give Landlord another request (“Second Request”) therefor, which shall clearly identify the plans in question and ifstate in bold face, for any reason, capital letters at the top thereof: “WARNING: SECOND REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) DAYS SHALL RESULT IN DEEMED APPROVAL THEREOF.” If Landlord does not approve Tenant's Plansrespond within five (5) days after receipt of the Second Request, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9)submission shall be deemed approved.

Preparation of Plans. If the Tenant shall prepare at Tenant’s costhas countersigned and returned a TRM Authorisation Request unamended and unqualified to the Developer then:- 7.6.1 The Developer shall, subject to reimbursement from Clause 7.6.2, prepare or procure the Improvement Allowance preparation of scaled and dimensioned architectural and engineering working drawings and specifications showing in detail and in scope the Tenant’s Requested Modification which drawings and specifications are in this Agreement together called “Modification Plans” Provided That if it is apparent that a Modification Consent is required the Developer shall first prepare or procure the preparation of the plans which are necessary in order to the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, plans ("Tenant's Plans") apply for the construction Modification Consent and layout only prepare or procure the preparation of full Modification Plans either when the Modification Consent has been obtained or, if earlier, when the parties agree (acting reasonably) that it is appropriate to do so 7.6.2 The Tenant shall bear the proper costs and expenses incurred by the Developer in preparation of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Modification Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below plans necessary to apply for the Modification Consent 7.6.3 Any facilities or materials supplied by and any work performed or procured by the Developer by reason of Tenant’s Requested Modification which are described in the Modification Plans are called “Modifications” in this Agreement and shall be submitted deemed to Landlord for its approval (which may be given or denied in accordance with Section 5.9 part of the Lease) on or before Developer’s Works 7.6.4 At the request of the Tenant the Developer shall at the Tenant’s Plan Delivery Date (as defined in Section 1.1 proper cost and expense seek and use its best endeavours to obtain the Modification Consents and shall notify the Tenant whether the same have been granted or otherwise forthwith on receiving notification of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which same 7.6.5 If the Modification Consents are compatible with refused the Building Standard Materials and Finishes Tenant’s request for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work Tenant’s Requested Modification shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA deemed to be withdrawn and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of Clause 7.9 shall apply 7.6.6 Subject to the Tenant having received copies of the Modification Consents, the Tenant shall notify the Developer within ten (10) Working Days of their receipt by the Tenant whether the Modification Consents are satisfactory to it and if they are the provisions of Clause 7.8 shall apply and if they are not or if the Tenant shall fail to give such notice within such period the Tenant’s request for the Tenant’s Requested Modification shall be deemed to be withdrawn and the provisions of Clause 7.9 shall apply 7.6.7 Any delay to the Developer’s Works resulting from the need for and the obtaining of Modification Consents shall be a Tenant’s Delay for the purposes of this Lease (including, without limitation, Section 5.9).Agreement

Preparation of Plans. Tenant understands that Landlord has engaged STG Partners architects and HCE engineers to provide all necessary architectural and engineering services. Costs for these services shall be deducted from the Tenant Improvement Allowance. If Tenant engages another architecture or engineering firm then Tenant shall prepare pay an additional fee for STC and MCE review. Landlord's architect and engineer, at Tenant’s cost's expense, subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the "Tenant's Construction Plans") for all of Tenant's improvements to be constructed in the construction Premises (all improvements required by the Construction Plans are herein called "Tenant's Improvements"). Tenant shall promptly furnish to Landlord, Landlord's architect and layout engineer and any other party involved in preparation of the Premises, using LandlordConstruction Plans all information necessary such that (following construction of Tenant's Building Standard Materials and Finishes, which Tenant Plans shall be Improvements in accordance with the layout plan attached hereto as Exhibit B-1 Construction Plans) Tenant, the Premises and Tenant's Improvements will be in compliance with the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 provisions of the LeaseDisability Acts. TENANT SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment INCURRED BY OR ASSERTED AGAINST LANDLORD BY REASON OF OR IN CONNECTION WITH ANY VIOLATION OF THE DISABILITY ACTS ARISING FROM OR OUT OF (i) would delay other work in information or design and space plans furnished to Landlord by Tenant (or the Buildinglack of complete and accurate information so furnished) concerning Tenant's Improvements, (ii) would increase Tenant's employer-employee obligations, or (iii) after the Commencement Date, violations by Tenant and/or Tenant's Improvements or the Premises not being in compliance with the Disability Acts as the result of changes in regulations or law or interpretations thereof not in effect on the Commencement Date. The foregoing indemnity shall not include any claims, liabilities or expenses (including reasonable attorneys' fees and expenses) arising out of the negligence, gross negligence or willful misconduct of Landlord or Landlord's employees, agents or contractors. Without limiting the foregoing, if Landlord constructs Tenant's Improvements based on any special requirements or improvements required by Tenant, or upon information furnished by Tenant that later proves to be inaccurate or incomplete resulting in any violation of the Disability Acts, Tenant shall be solely liable to correct such violations and to bring the improvements into compliance with the Disability Acts as promptly as is practicable. Landlord and Tenant agree that the cost of operating construction drawings for the Building or performing any other work in additional parking deck are at Landlord's sole expense and will not be charged against the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9)Finish Allowance.

Preparation of Plans. Within thirty (30) days after the Execution Date, Tenant, at its expense, shall submit to Landlord, preliminary plans and specifications prepared by Tenant's architect or engineer, with respect to the remodeling of the Existing Building and addition to Tenant's Building and any applicable common area improvements such as sidewalks and landscaping ("Preliminary Plans"). Landlord shall approve or disapprove the Preliminary Plans fifteen (15) within days, specifying with particularity the exact reason for any such disapproval ("Landlord's Notice"). In the event of disapproval Landlord and Tenant shall immediately start working together in good faith to reach agreement and within twenty (20) days of Tenant's receipt of Landlord's Notice Tenant shall, at its expense, prepare at Tenant’s costworking drawings and specifications ("Building Plans") and submit same for approval by Landlord which approval shall not be unreasonably withheld. The Building Plans shall be prepared substantially in accordance with the approved Preliminary Plans. Landlord shall give Tenant written notice within fifteen (15) days after receipt of the Building Plans, of its approval or disapproval thereof (stating with reasonable particularly the exact reason for any such disapproval). Disapproval shall be based upon any reasonable objections thereto arising from non-compliance with the Preliminary Plans. In the event of disapproval, Tenant shall revise the Building Plans and shall re-submit them to Landlord, with Landlord's approval or disapproval to be subject to reimbursement from the Improvement Allowance to manner and time set forth above for the extent permitted under Section 6 submission of this Exhibit B, as hereinafter defined, plans the Preliminary Plans. Tenant shall perform the work set forth in the final approved Building Plans ("Tenant's PlansWork") for within the construction and layout of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans shall be in accordance with the layout plan attached hereto time period as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 6.04 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with During the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with construction Tenant may from time to time make minor variations to the approved Building Standard Materials and Finishes for such floor. Landlord reserves Plans provided same (i) do not materially reduce the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission structural soundness of Tenant's Building, (ii) are in all respects in compliance with all Legal Requirements, and (iii) otherwise conform to the terms and conditions set forth in the approved Building Plans. Notwithstanding the above, any changes to the approved Building Plans which will affect the structural integrity or alter the exterior of Tenant's Building, shall require Landlord's prior written consent thereto, which consent shall not be unreasonably withheld or delayed. In the event (i) Tenant fails to submit the Preliminary Plans or Building Plans or revision thereof, at the times required herein (or as same may have been extended by written agreement of Landlord and Tenant) or (ii) Landlord and Tenant, acting in good faith, cannot agree on the Preliminary Plans or Building Plans within the time periods provided (as same may have been extended by written agreement of Landlord and Tenant) then either party shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder Lease, by written notice to Tenant. the other party, which termination shall be effective thirty (30) days after receipt of such written notice, provided that within such thirty (30) day period, Landlord may delete from Tenant’s Plans and/or Tenant shall have the right to cure such failure in which event, the Lease termination shall be null and any Change Order, as hereinafter definedvoid, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9)shall continue in full force and effect.

Preparation of Plans. Landlord and Tenant shall prepare at Tenant’s cost, subject to reimbursement from have approved the Improvement Allowance to schematic plans attached hereto as Exhibit B (the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, plans ("Tenant's “Schematic Plans"”) for the construction interior finish and layout of the initial improvements which Tenant desires to have performed in the New Premises, using including the demolition of interior partitions, remove ceilings, lighting and ductwork and voice/data cabling in the New Premises (collectively, the “Initial Work”). Tenant shall prepare, at its sole cost and expense (subject to the Landlord's Building Standard Materials ’s Contribution), final plans and Finishes, which Tenant specifications for the Initial Work consistent with the Schematic Plans (the “Plans”). The Plans shall be in accordance with prepared by Xxxxxxxx Gisniss & Associates, Inc. (the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and “Architect”). The Plans shall be submitted to Landlord for its approval (approval, which may shall not be given unreasonably withheld, conditioned or denied in accordance with Section 5.9 delayed, and Landlord shall approve or disapprove of the LeasePlans within ten (10) on or before the days of receiving them. At Tenant’s Plan Delivery Date sole cost and expense (as defined in Section 1.1 of this Leasesubject to the Landlord’s Contribution). Tenants leasing partial floors , Tenant shall design entrances, doors and any other elements which visually integrate with cause the elevator lobbies and common areas Plans to be revised in a manner sufficient to remedy the Landlord’s reasonable objections and/or respond to the Landlord’s concerns and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floorrevised Plans to be redelivered to Landlord, and Landlord shall approve or disapprove Tenant’s revised Plans within five (5) business days following the date of resubmission. Landlord reserves The Plans shall be stamped by the right Architect and engineer, such engineer being subject to reject plans which in its opinion fail to Landlord’s prior reasonable approval, and shall comply with this provision. All mechanical, electrical Applicable Law and plumbing engineering design work the requirements of the Rules and Regulations and shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridgein a form satisfactory to appropriate governmental authorities responsible for issuing permits, MA approvals and Lexington, MA (“AHA Consulting Engineers”) licenses required for such purpose)Initial Work. Time is The Architect shall agree to reasonably cooperate with Landlord and the general contractor to administer the construction contract and issue certifications and certificates of the essence with respect to Tenant's preparation and submission of Tenant's Planspayment thereunder. Landlord shall have the absolute right to approve Tenant's Plans not charge any administrative or management fees in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible connection with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9)Initial Work.

Preparation of Plans. Tenant shall prepare prepare, at Tenant’s cost, its sole cost and expense (subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit B, as hereinafter definedLandlord’s Contribution), plans including MEP plans ("Tenant's collectively, the “Plans"”) for the construction interior finish and layout of the initial improvements (the “Initial Tenant Improvements”) which Tenant desires to have performed in the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant shall use commercially reasonable efforts to submit the Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before December 14, 2012 and Landlord shall approve or disapprove of the Plans, in its reasonable discretion, within twenty (20) days of receiving them. If Tenant shall not have submitted such Plans for approval on or before December 14, 2012, further delay in delivering such Plans after such date shall constitute Tenant Delay. At Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors sole cost and expense, Tenant shall design entrances, doors and any other elements which visually integrate with cause the elevator lobbies and common areas Plans to be revised in a manner sufficient to remedy the Landlord’s objections and/or respond to the Landlord’s concerns and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. revised Plans to be redelivered to Landlord, and Landlord reserves shall approve or disapprove Tenant’s revised Plans within ten (10) days following the right date of resubmission Landlord’s failure to reject plans which in its opinion fail timely respond to comply with this provision. All mechanical, electrical and plumbing engineering design work Tenant’s submitted Plans or revised Plans shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for deemed to be approval thereof provided that upon submitting such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by provides written notice to TenantLandlord stating “IF LANDLORD FAILS TO RESPOND TO THE ENCLOSED PLANS WITHIN 10 DAYS, LANDLORD’S APPROVAL SHALL BE DEEMED GIVEN PURSUANT TO SECTION 4.2(a) OF THE LEASE” in upper case boldface type in the top margin of such notice. Landlord Tenant may delete from Tenant’s request reasonable changes to the final Plans and any Change Orderprovided, as hereinafter definedhowever, and need not approve, any items that no such changes shall require or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work cause a structural change in the Building, (ii) would increase render the cost of operating Premises or the Building in violation of applicable laws, or performing any other work in materially change the Building, (iii) are incompatible with the design, quality, equipment size or systems configuration of the BuildingPremises. Tenant shall pay any additional costs required to implement any such changes, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, including without limitation, architectural fees and construction cost increases (including costs of delay) subject to reimbursement from Landlord’s Contribution; Tenant shall pay Landlord for such costs as additional rent within fifteen (15) days after written notice from Landlord of the amount due. Upon a request for changes to the Plans, Landlord shall inform Tenant as soon as reasonably practical of the incremental additional costs to implement such change and the estimated impact on the construction schedule. Tenant shall have 3 business days following receipt of such information in which to accept or rescind such requested change. Any approved changes by Tenant in the final plans shall constitute an agreement by Tenant to any delay in completion of the Initial Tenant Improvements caused by reviewing, processing, and implementing such changes; any such delay shall be deemed a delay caused by Tenant for purposes of calculating the Commencement Date under Section 5.92.2(b). The Plans shall be stamped by a Massachusetts registered architect and engineer, such architect and engineer being subject to Landlord’s prior reasonable approval, and shall comply with applicable legal requirements and tire reasonable rules and regulations which Landlord may impose from time to time and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for such Initial Work.

Preparation of Plans. Tenant shall prepare at Tenant’s cost, subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit BAllowance, as hereinafter defined, plans ("‘Tenant's ’s Plans"”) for the construction and layout of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials standard materials and Finishes common area finishes for such floor. Tenant may contract directly for design work or through design-build contracts with Landlord reserves approval not to be unreasonably withheld. Where required, Tenant shall employ the right engineers utilized or otherwise approved by Landlord to reject plans which in its opinion fail to comply with this provision. All construct the Building for all mechanical, electrical and plumbing engineering design work work, Landlord approval not to be unreasonably withheld. Tenant reserves the sole right to employ engineers approved by Landlord for the design of Ten ant’s data center. Tenant shall consult with Landlord from time to time as Tenant’s Plans are being prepared and Tenant’s Plans shall be performed by an engineer reasonably designated and/or approved by subject to Landlord. (Landlord hereby approves AHA Consulting Engineers ’s prior written approval prior to the commencement of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plansconstruction. Landlord shall have not unreasonably withhold, condition, or delay Landlord’s approval of the absolute right to approve Tenant's Plans in Landlord's sole discretionTenant Plans, and if, for any reason, Landlord does not approve Tenant's ’s Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, approve any items or aspects of Tenant’s Plans Initial Construction which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.95.10).

Preparation of Plans. Tenant shall prepare at its sole cost and expense, plans and specifications for the improvements Tenant desires to make in connection with Tenant’s cost, subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, plans ("Tenant's Plans") for the construction and layout occupancy of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Premises (the “Plans”). The Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its Landlord’s approval (which may such approval not to be given unreasonably withheld or denied in accordance with Section 5.9 delayed) no later than thirty (30) days from the date hereof, and Landlord shall approve or disapprove of the LeasePlans within ten (10) on or before Business Days after receiving them. Any disapproval by Landlord of the Tenant’s Plan Delivery Date (as defined in Section 1.1 Plans shall be accompanied by a reasonably specific statement of this Lease)reasons therefor. Tenants leasing partial floors Tenant shall design entrances, doors and any other elements which visually integrate with cause the elevator lobbies and common areas Plans to be revised in a manner sufficient to remedy Landlord’s objections and/or respond to Landlord’s concerns and shall resubmit the revised the Plans to Landlord, and Landlord shall either approve or disapprove of the revised Plans within five (5) Business Days following the date of resubmission. If Landlord shall again disapprove of the Plans, Tenant shall again revise such plans and resubmit them to Landlord pursuant to the foregoing procedures until the Plans have been approved by Landlord. The Plans shall be stamped by a Massachusetts-registered architect and engineer, such architect and engineer being subject to Landlord’s approval in Landlord’s reasonable discretion, and shall comply with materials all applicable laws, ordinances and finishes which are compatible regulations (including, without limitation, the applicable requirements of the Americans with Disabilities Act of 1990 and the Building Standard Materials Massachusetts Architectural Access Board, as amended from time to time, and Finishes the regulations promulgated thereunder) and the requirements of the Rules and Regulations and shall be in a form satisfactory to appropriate governmental authorities responsible for such floorissuing permits, approvals and licenses required for construction. Landlord reserves the right to reject require Tenant to use Landlord’s engineer to prepare all engineering plans which in its opinion fail to comply with this provision. All and drawings for the structural, mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridgeelectrical, MA and Lexingtonplumbing, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretionHVAC, life safety, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects sprinkler portions of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building Work. Landlord will not approve any alterations or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would additions that require unusual expense to readapt the Premises to general purpose normal office use on expiration or (v) otherwise do not comply with the provisions termination of this Lease (includingor increase the cost of insurance on the Building, unless Tenant first gives assurances acceptable to Landlord that such re-adaptation will be made prior to such expiration or termination without limitationexpense to Landlord and for payment of any such increased cost. Tenant acknowledges and agrees that any review or approval by Landlord of any plans and/or specifications with respect to Tenant’s Work is solely for Landlord’s benefit, Section 5.9)and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise.

Preparation of Plans. Tenant has delivered to Landlord a conceptual space plan (the “Space Plan”, as more particularly shown in Exhibit A above) for the work to be performed by Landlord to prepare the Premises for Tenant’s occupancy (“Landlord Work”), which Space Plan includes (i) the addition of three (3) conference rooms and 3 — 4 additional private offices and (ii) an approximately 992 rsf network operations center room and an approximately 531 rsf server room adjacent to the network operations center room (collectively, the “Network Operations Center”). With respect to the Network Operations Center, the Landlord Work shall prepare only include the construction of the actual rooms and the HVAC and electricity to the room as agreed upon in the Plans (defined below), and shall specifically not include any work in connection with the installation of cabling, servers or any other equipment to be used in connection with the Network Operations Center. Commencing on the date hereof and in consultation with the Tenant, construction plans and specifications for the Landlord Work consistent with the Space Plan (the “Draft Plans”) shall be prepared by Landlord’s architect, Cxxxxxxx, at Tenant’s sole cost and expense. On or before three (3) days after receipt thereof, Tenant shall approve of Draft Plans in writing or provide Landlord with a written detailed reason for Tenant’s disapproval, including how the Draft Plans do not conform to the Space Plan. The Draft Plans, as approved by Tenant in writing, shall be referred to herein as the “Plans”. In the event that the Tenant does not approve the Draft Plans, the Landlord shall cause the Architect within five (5) business days after receipt of Tenant’s written detail to provide revised Draft Plans. The Plans must be approved and the Landlord must be given the authorization to proceed with the Landlord Work no later than January 12, 2007. Any approval or preparation by Landlord, or Landlord’s architects and/or engineers of any of Tenant’s drawings, plans and specifications which are prepared in connection with any construction in or about the Premises (including without limitation any change orders thereto) shall not in any way be construed or operate to bind Landlord or to constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications or the construction to which they relate, for any use, purpose, or condition. Landlord shall be responsible, at Landlord’s sole cost, subject but as part of Landlord Work, for performing the work necessary to reimbursement from demise the Improvement Allowance to Premises (the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, plans ("Tenant's Plans") for the construction and layout of the Premises, using Landlord's Building Standard Materials and Finishes“Demising Work”), which Tenant Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work Demising Work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is with materials of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretionstandard type, brand, and if, quality used generally by Landlord for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in leasehold construction throughout the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9).

Preparation of Plans. Tenant The scope of the Shared Infrastructure Improvements design shall prepare at Tenant’s costconsist of all items set forth in Exhibit F and shall be further defined in those final plans and specifications submitted to and approved by the City in the normal course of public infrastructure review and approval. The scope of the Storm Water Facilities design shall consist of all items set forth in Exhibit I and shall be further defined in those final plans and specifications submitted to and approved by the City in the normal course of public infrastructure review and approval. The Parties agree that the Constructing Owner shall be responsible for the design and construction of the entirety of the Phase of the Shared Infrastructure Improvements and/or Storm Water Facilities said Constructing Owner seeks to install. The Constructing Owner shall be responsible for hiring the necessary consultants (civil engineer, subject landscape architect, etc.) and managing the design and approval process with the City. The non-constructing Owners shall have the right to reimbursement from the Improvement Allowance review and approve all plans and documents prior to the extent permitted under Section 6 Constructing Owner submitting plans to the City, said approval (including consideration of this Exhibit Bcoordination with future phasing) not to be unreasonably withheld, as hereinafter defined, conditioned or delayed. Any non-constructing Owner which disapproves the plans ("Tenant's Plans"shall indicate in writing the reason(s) for the construction disapproval. After actual receipt of plans and layout documents, with written notification of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 expiration of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrancesapplicable review period, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord non-constructing Owner that does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required or disapprove proposed plans and documents by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by giving written notice thereof to Tenant. Landlord may delete from Tenant’s Plans the Constructing Owner within fifteen (15) business days of such receipt shall be deemed to have approved such plans and any Change Orderdocuments, but only insofar as hereinafter defined, the submitted plans and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not specifications comply with the provisions terms and conditions of this Lease Agreement. Such plans and specifications, as approved (or deemed approved) by the non-constructing Owners and the City, are referred to herein as the “Plans.” The Constructing Owner shall cause the Shared Infrastructure Improvements and/or Storm Water Facilities in question to be constructed in substantial conformance with the Plans. The non-constructing Owners shall cooperate fully with the Constructing Owner to provide any information that may be reasonably required in order to complete the Shared Infrastructure Improvements and Storm Water Facilities in question in substantial conformance with the Plans, including, without limitationbut not limited to, Section 5.9)executing any applications, letters, dedications, offers of dedication, or other documentation required by the City and/or other agency or utility.

Preparation of Plans. Tenant shall prepare a space plan showing, among other things, a partition layout, door location and some furniture located in key spaces within the Second Expansion Premises (the “Space Plan”) for the work to be performed by Landlord to prepare the Second Expansion Premises for Tenant’s occupancy (“Tenant Work”), such Space Plan to be completed within five (5) business days of the full execution and delivery of this Amendment. Landlord will make Landlord’s architect available to Tenant for completion of the Space Plan. Within seven (7) business days following completion of the Space Plan and in consultation with the Tenant, construction plans and specifications for the Tenant Work consistent with the Space Plan (the “Draft Plans”) shall be prepared by Landlord’s architect at Tenant’s costsole cost and expense. On or before three (3) days after receipt thereof, subject to reimbursement from Tenant shall approve of the Improvement Allowance Draft Plans in writing or provide Landlord with a written detailed reason for Tenant’s disapproval, including how the Draft Plans do not conform to the extent permitted under Section 6 of this Exhibit BSpace Plan. The Draft Plans, as hereinafter definedapproved by Tenant in writing, plans ("Tenant's Plans") for the construction and layout of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans shall be in accordance with referred to herein as the layout plan attached hereto as Exhibit B-1 and “Plans”. In the plan requirements set forth below and event that the Tenant does not approve the Draft Plans, the Landlord shall be submitted to Landlord for its approval cause the Architect within five (which may be given or denied in accordance with Section 5.9 5) business days after receipt of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. Landlord reserves the right written detail to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose)provide revised Draft Plans. Time is of the essence with respect to Tenant's the preparation and submission approval of the Plans. Upon final approval of the Plans by Tenant and receipt of any Overage (defined in Section 4 below), Landlord shall, with all reasonable diligence, engage the General Contractor (defined below) to construct the Tenant Work and file for the building permit for the Tenant Work. Any approval or preparation by Landlord, or Landlord’s architects and/or engineers of any of Tenant's Plans. ’s drawings, plans and specifications which are prepared in connection with any construction in or about the Second Expansion Premises (including without limitation any change orders thereto) shall not in any way be construed or operate to bind Landlord shall have or to constitute a representation or warranty of Landlord as to the absolute right adequacy or sufficiency of such drawings, plans and specifications or the construction to approve Tenant's Plans in Landlord's sole discretion, and ifwhich they relate, for any reasonuse, Landlord does not approve Tenant's Planspurpose, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9)condition.

Preparation of Plans. Tenant shall prepare is currently preparing, at its sole cost and expense, plans and specifications for the improvements Tenant desires to make in connection with Tenant’s cost, subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, plans ("Tenant's Plans") for the construction and layout occupancy of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans shall be in accordance with Premises (the layout “Plans”). Landlord has approved the space plan attached hereto as Exhibit B-1 and the plan requirements set forth below and Schedule E-1. The Plans shall be submitted to Landlord Landlord’s Construction Representative for its Landlord’s approval within sixty (which may be given or denied in accordance with Section 5.9 of 60) days after the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 date of this Lease), and Landlord shall approve or disapprove of the Plans within ten (10) Business Days after receiving them. Tenants leasing partial floors Any disapproval by Landlord of the Plans shall design entrances, doors and any other elements which visually integrate with be accompanied by a reasonably specific statement of reasons therefor. Tenant shall cause the elevator lobbies and common areas Plans to be revised in a manner sufficient to remedy Landlord's objections and/or respond to Landlord's concerns and with materials shall resubmit the revised the Plans to Landlord, and finishes which are compatible with Landlord shall either approve or disapprove of the Building Standard Materials revised Plans within five (5) Business Days following the date of resubmission. If Landlord shall again disapprove of the Plans, Tenant shall again revise such plans and Finishes for such floor. resubmit them to Landlord reserves pursuant to the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or foregoing procedures until the Plans have been approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of CambridgeThe Plans shall be stamped by a Maryland-registered architect and engineer, MA such architect and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect engineer being subject to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which approval in Landlord’s reasonable judgment discretion, and shall comply with all applicable laws, ordinances and regulations (i) would delay other work in including, without limitation, the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems applicable requirements of the BuildingAmericans with Disabilities Act of 1990, (ivas amended from time to time, and the regulations promulgated thereunder) would and the requirements of the Rules and Regulations and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. Landlord will not approve any alterations or additions that require unusual expense to readapt the Premises to general purpose office normal office, bank branch or drive thru use on expiration or (v) otherwise do not comply with the provisions termination of this Lease (includingor increase the cost of insurance on the Building, unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such expiration or termination without limitationexpense to Landlord and for payment of any such increased cost. Tenant acknowledges and agrees that any review or approval by Landlord of any plans and/or specifications with respect to Tenant’s Work is solely for Landlord’s benefit, Section 5.9)and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise.

Preparation of Plans. Tenant shall prepare at Tenant’s 's cost, subject to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit B, as hereinafter definedDesign Allowance, plans ("Tenant's Plans") for the construction and layout of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below and shall be submitted to Landlord for its approval (which may be given or denied in accordance with Section 5.9 of the Lease) on or before the Tenant’s 's Plan Delivery Date (as defined in Section 1.1 of this Lease). Within thirty (30) days after submission of a written request together with appropriate back-up documentation, Landlord shall reimburse Tenant for the cost of preparing Tenant's Plans, up to a maximum amount equal to the Design Allowance set forth in Section 1.1. Any unused portion of the Design Allowance shall be credited to, at Tenant's written request, either Tenant's payment of Rent next due or to the Improvement Allowance. Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials standard materials and Finishes standard finishes for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole reasonable discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s 's Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s 's Plans which in Landlord’s 's reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9).

Preparation of Plans. All of the following may be carried out in phases, and the procedure outlined below will apply to each phase of Tenant’s New Improvement Work: 2.1 For each of Tenant’s New Improvement Work project, Tenant shall prepare at cause to be prepared a set of design intent drawings (“Design Intent Drawings”) which will not be for construction but will show the location of all full height partitions, circulation patterns, electrical/cabling plans based on furniture layout, furniture plans, finish plans and written specifications, etc. with respect to such project. Tenant will deliver the Design Intent Drawings to Landlord for Landlord’s approval. Landlord is deemed to have approved the Design Intent Drawings unless Landlord gives written objections to the Design Intent Drawings to Tenant within fifteen (15) Business Days after receipt thereof specifying in what respect the Design Intent Drawings are objected to. The sole basis for Landlord’s objection shall be that the proposed Tenant’s costNew Improvement Work will adversely affect the Base Building or Building Systems or fail to comply with applicable laws. If Landlord so objects, subject then Tenant shall submit revised Design Intent Drawings to reimbursement from the Improvement Allowance to the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, plans ("Tenant's Plans") for the construction Landlord and layout of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Plans Landlord shall be approve or disapprove in accordance with the layout plan attached hereto as Exhibit B-1 same procedures (Landlord’s scope of such review to be limited to the changes made to address Landlord’s objections). 2.2 Tenant shall, based upon the approved Design Intent Drawings, prepare, or cause to be prepared, construction documents (“Construction Documents”) for the Tenant’s New Improvement Work. The Construction Documents will be in sufficient scope and detail to satisfy requirements for (i) obtaining permits for construction of the plan requirements set forth below applicable phase of Tenant’s New Improvements Work; (ii) obtaining firm cost bids for the construction; and shall be submitted (iii) directing the construction of the applicable phase of Tenant’s New Improvement Work. Tenant will submit the Construction Documents to Landlord for its approval Landlord’s approval. Landlord is deemed to have approved the Construction Documents unless Landlord gives written objections to the Construction Document to Tenant within fifteen (which may be given 15) Business Days after Landlord’s receipt thereof. If Landlord objects to the Construction Documents, then Tenant shall submit revised Construction Documents to Landlord and Landlord shall approve or denied disapprove the revised Construction Documents in accordance with the same procedures set forth in this Section 5.9 2.2 (Landlord’s scope of the Lease) on or before the Tenant’s Plan Delivery Date (as defined in Section 1.1 of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which are compatible with the Building Standard Materials and Finishes for such floor. Landlord reserves the right review to reject plans which in its opinion fail be limited to comply with this provision. All mechanical, electrical and plumbing engineering design work shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes made to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in address Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of this Lease (including, without limitation, Section 5.9objections).

Preparation of Plans. If the Tenant shall prepare at Tenant’s costhas countersigned and returned a TRM Authorisation Request unamended and unqualified to the Developer then:- 8.6.1 The Developer shall, subject to reimbursement from Clause 8.6.2, prepare or procure the Improvement Allowance to preparation of scaled and dimensioned architectural and engineering working drawings and specifications showing in detail and in scope the extent permitted under Section 6 of this Exhibit B, as hereinafter defined, plans ("Tenant's Requested Modification which drawings and specifications are in this Agreement together called "Modification Plans") " Provided That if it is apparent that a Modification Consent is required the Developer shall first prepare or procure the preparation of the plans which are necessary in order to apply for the construction Modification Consent and layout only prepare or procure the preparation of full Modification Plans either when the Modification Consent has been obtained or, if earlier, when the parties agree (acting reasonably) that it is appropriate to do so 8.6.2 The Tenant shall bear the proper costs and expenses incurred by the Developer and/or CWCL in preparation of the Premises, using Landlord's Building Standard Materials and Finishes, which Tenant Modification Plans shall be in accordance with the layout plan attached hereto as Exhibit B-1 and the plan requirements set forth below plans necessary to apply for the Modification Consent 8.6.3 Any facilities or materials supplied by and any work performed or procured by the Developer by reason of Tenant's Requested Modification which are described in the Modification Plans are called "Modifications" in this Agreement and shall be submitted deemed to Landlord for its approval (which may be given or denied in accordance with Section 5.9 part of the Lease) on or before Base Building Works 8.6.4 At the request of the Tenant the Developer shall at the Tenant’s Plan Delivery Date (as defined in Section 1.1 's cost and expense seek and use its best endeavours to obtain the Modification Consents and shall notify the Tenant whether the same have been granted or otherwise forthwith on receiving notification of this Lease). Tenants leasing partial floors shall design entrances, doors and any other elements which visually integrate with the elevator lobbies and common areas in a manner and with materials and finishes which same 8.6.5 If the Modification Consents are compatible with refused the Building Standard Materials and Finishes Tenant's request for such floor. Landlord reserves the right to reject plans which in its opinion fail to comply with this provision. All mechanical, electrical and plumbing engineering design work Tenant's Requested Modification shall be performed by an engineer reasonably designated and/or approved by Landlord. (Landlord hereby approves AHA Consulting Engineers of Cambridge, MA deemed to be withdrawn and Lexington, MA (“AHA Consulting Engineers”) for such purpose). Time is of the essence with respect to Tenant's preparation and submission of Tenant's Plans. Landlord shall have the absolute right to approve Tenant's Plans in Landlord's sole discretion, and if, for any reason, Landlord does not approve Tenant's Plans, it shall state specifically the reasons therefor. Unless Tenant promptly makes the changes to Tenant's Plans as are required by Landlord, Landlord has the right to terminate this Lease and all of Landlord's obligations hereunder by written notice to Tenant. Landlord may delete from Tenant’s Plans and any Change Order, as hereinafter defined, and need not approve, any items or aspects of Tenant’s Plans which in Landlord’s reasonable judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the Building or performing any other work in the Building, (iii) are incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office use or (v) otherwise do not comply with the provisions of Clause 8.9 shall apply 8.6.6 Subject to the Tenant having received copies of the Modification Consents, the Tenant shall notify the Developer within six (6) Working Days of their receipt by the Tenant whether the Modification Consents are satisfactory to it and if they are the provisions of Clause 8.8 shall apply and if they are not or if the Tenant shall fail to give such notice within such period the Tenant's request for the Tenant's Requested Modification shall be deemed to be withdrawn and the provisions of Clause 8.9 shall apply 8.6.7 Any delay to the Base Building Works resulting from the need for and the obtaining of Modification Consents shall be a Tenant's Delay for the purposes of this Lease (including, without limitation, Section 5.9).Agreement