Common use of Tenant Changes Clause in Contracts

Tenant Changes. Landlord may, but shall not be obligated to, approve any Tenant Change on the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, within three Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate Notice.

Tenant Changes. Landlord may, but shall not be obligated to, approve any Tenant Change on the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all reasonable estimated additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of EXHIBIT D magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, within three (3) Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate Notice. Landlord shall provide Tenant with reasonable documentation reflecting the use of the Over-Allowance Amount and any portion of such Over-Allowance Amount shall be promptly reimbursed to Tenant upon declaration of Substantial Completion.

Tenant Changes. Landlord may, but shall not be obligated to, approve any Tenant Change on the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Base Building Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, within three (3) Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three (3) Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized unused Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate Notice. All change orders shall specify any change in the Cost Proposal and the amount of any delay in the substantial completion of the Tenant Improvements as a consequence of the change order.

Tenant Changes. Landlord Subject to the provisions of Section 3.4 of this Work Letter, and following the completion of the Approved Construction Documents, Tenant may, but from time to time, prior to the commencement of the respective component of the Landlord’s Third Floor Expansion Premises TI Work, request a change in the Landlord’s Third Floor Expansion Premises TI Work shown on the Approved Construction Documents (“Tenant Change”). Each such proposed Tenant Change shall be subject to the prior approval of Landlord, not to be obligated tounreasonably withheld or conditioned, and which approval shall be granted or denied within five (5) Business Days after delivery of such Tenant Change to Landlord. Landlord shall have no obligation to approve or perform any Tenant Change on the condition that Tenant shall pay in fullif, in advance Landlord’s reasonable judgment, such Tenant Change (or cause i) would delay completion of the Landlord’s Third Floor Expansion Premises TI Work beyond the Substantial Completion Date set forth on Attachment 2; (ii) would materially increase the cost of performing the Landlord’s Third Floor Expansion Premises TI Work so as to be paid result in full from the cost of performing the Landlord’s Third Floor Expansion Premises TI Work exceeding the Maximum Third Floor Allowance Amount, unless in each case Tenant Improvements Allowance), any and all additional agrees to pay such costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “based on Landlord’s Change Estimate Notice”Notice (as defined below), (iii) are incompatible with the estimated costs of design and/or construction design, quality, equipment or systems of the Tenant Improvements Building or Landlord Work otherwise require a change to the existing Building systems or structure, each in a manner that Landlord determines will would not otherwise be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant required in connection with the estimated Tenant Delayimprovements contemplated by the Approved Construction Documents, if any(iv) is not consistent the first class nature of the Building, on account of such proposed Tenant Change. Tenant shall, within three Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed or (v) otherwise do not comply with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal provisions of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate NoticeLease.

Tenant Changes. Landlord may, but shall not be obligated to, approve any Tenant Change on the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, within three Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Over- Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate Notice.

Tenant Changes. Landlord may, but shall not be obligated to, approve any Tenant Change on the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements EXHIBIT D Allowance), any and all reasonable estimated additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, within three (3) Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate Notice. Landlord shall provide Tenant with reasonable documentation reflecting the use of the Over-Allowance Amount and any portion of such Over-Allowance Amount shall be promptly reimbursed to Tenant upon declaration of Substantial Completion.

Tenant Changes. Landlord mayExcept as otherwise provided in this Lease, but shall not be obligated toTenant hereby accepts the Premises in Its “AS IS, approve any Tenant Change on the condition that Tenant shall pay in fullWHERE IS” condition, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and with all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delayfaults, if any, and Tenant agrees that Landlord has and shall have no obligation to improve, alter or change the Premises for Tenant except as set forth on account of such proposed Tenant ChangeRider 1. Tenant shallshall not make any alterations, within three Business Days following receipt of additions, or improvements to the Premises, or any part thereof, whether structural or nonstructural (the “Tenant Changes”), without Landlord’s Change Estimate Noticeprior written consent which may be given or withheld in Landlord’s sole discretion; provided, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenanthowever, Landlord’s failure to respond in such three Business Day period prior consent shall not be deemed to be a withdrawal of the applicable Tenant Change. The cost of required for any Tenant Change shall be determined on a net basis; i.e. taking into account the savingschanges which are non-structural and does not exceed $10,000. All Tenant Changes, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Tenant’s sole expense. In requesting Landlord’s consent, Tenant shall submit such plans and information in connection with the proposed Tenant Changes as Landlord may require, including, without limitation: (a) plans, specifications and a full set of construction drawings; (b) permits, licenses and bonds; (c) a list of all architects, engineers, contractors and subcontractors (the “Contractors”) who are or will be performing any work in connection with the proposed Tenant Changes and evidence that said Contractors are bonded and carrying workers’ compensation insurance and all other insurance required by any employee benefit acts or other statutes applicable to the jurisdiction where the Premises is located and as will protect Tenant and Landlord from any and all liability under the aforementioned acts and statutes, and (d) evidence of general liability insurance and other insurance coverage in such types and amounts and from such insurers as Landlord deems in its sole discretion satisfactory (collectively, the “Plans and Information”). All Tenant Changes, shall be at Tenant’s sole expense, shall comply with all insurance requirements as set forth in this Lease, and all Legal Requirements and Tenant shall construct at its sole expense (upon Landlord’s written approval) any alteration or modification of the Tenant Changes required by the Legal Requirements arising as a result of the Tenant Changes. All Tenant Changes shall be constructed by competent licensed and bonded Contractors in a good and workmanlike manner using only first quality materials in compliance with all Legal Requirements including, without limitation, all applicable laws, codes and regulations of governmental authorities having jurisdiction over the Building and under the supervision of a competent licensed and bonded architect or competent licensed and bonded structural engineer and in accordance with the Plans and Information previously approved of in writing by Landlord. No consent or approval by Landlord of the Plans and Information shall create any responsibility or liability on the part of Landlord for their completeness, design sufficiency, safety or compliance with the Legal Requirements, laws and ordinances of the jurisdiction in which the Premises is located, all such liability shall be exclusively born by Tenant and Tenant’s Contractors constructing the Tenant Changes. Landlord may require Tenant to furnish, at Tenant’s sole cost and expense expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of the Tenant Changes, to insure Landlord against any liability for mechanic’s liens and to insure completion of the Tenant Changes in accordance with this Section. Tenant shall indemnify, protect, defend against and hold Landlord free and harmless for, from and against all claims, damages, liabilities, losses, obligations and costs incurred on account of claims by any person performing work or furnishing materials or supplies for Tenant or any person claiming under Tenant in connection with the Tenant Changes. Upon surrender of the Premises, all Tenant Changes and other alterations to the extent that Premises shall remain on the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Premises as Landlord’s Change Estimate Noticeproperty.

Tenant Changes. Landlord Subject to the provisions of Section 3.4 of this Work Letter, and following the completion of the Approved Construction Documents, Tenant may, but from time to time, prior to the commencement of the respective component of the Landlord’s First Floor Expansion Premises TI Work, request a change in the Landlord’s First Floor Expansion Premises TI Work shown on the Approved Construction Documents (“Tenant Change”). Each such proposed Tenant Change shall be subject to the prior approval of Landlord, not to be obligated tounreasonably withheld or conditioned, and which approval shall be granted or denied within five (5) Business Days after delivery of such Tenant Change to Landlord. Landlord shall have no obligation to approve or perform any Tenant Change on the condition that Tenant shall pay in fullif, in advance Landlord’s reasonable judgment, such Tenant Change (or cause i) would delay completion of the Landlord’s First Floor Expansion Premises TI Work beyond the Substantial Completion Date set forth on Attachment 2; (ii) would materially increase the cost of performing the Landlord’s First Floor Expansion Premises TI Work so as to be paid result in full from the cost of performing the Landlord’s First Floor Expansion Premises TI Work exceeding the Maximum First Floor Allowance Amount unless in each case Tenant Improvements Allowance), any and all additional agrees to pay such costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “based on Landlord’s Change Estimate Notice”Notice (as defined below), (iii) are incompatible with the estimated costs of design and/or construction design, quality, equipment or systems of the Tenant Improvements Building or Landlord Work otherwise require a change to the existing Building systems or structure, each in a manner that Landlord determines will would not otherwise be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant required in connection with the estimated Tenant Delayimprovements contemplated by the Approved Construction Documents, if any(iv) is not consistent the first class nature of the Building, on account of such proposed Tenant Change. Tenant shall, within three Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed or (v) otherwise do not comply with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal provisions of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate NoticeLease.