Common use of Working Drawings Clause in Contracts

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior Landlord shall cause the Tl Architect to Lease execution or within ten (10) days thereafterprepare and deliver to Tenant for review and comment the construction plans, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans specifications and drawings for the Premises andTenant Improvements (“Tl Construction Drawings”), after approval by Tenant, said Space Plans which Tl Construction Drawings shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to prepared substantially in accordance with the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Tl Design Program approved by Landlord and Tenant agree to negotiate (together, the “Tl Design Drawings”) and comply in good faith all respects with each other to achieve the approval of Landlord/Tenant Responsibility Matrix and the Space PlansLEED standards attached hereto as Schedule 2(d) and the WELL standard attached hereto as Schedule 2(e). If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after solely responsible for ensuring that the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Tl Construction Drawings shall not be changed without Landlord’s and reflect Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of requirements for the Tenant Improvements. If Tenant shall deliver its written comments on the Tl Construction Drawings to Landlord not later than 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any material change matter that is necessary consistent with the Tl Design Drawings without submitting a Change Request. Landlord and the Tl Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(e) hereof. Provided that the design reflected in the Working Tl Construction Drawings due is consistent with the Tl Design Drawings, Tenant shall approve in writing the Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to requirements the provisions of any Applicable LawsSection 4 below, Landlord shall consult not materially modify the Tl Construction Drawings except as may be reasonably required in connection with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordthe issuance of the Tl Permit (as defined in Section 3(b) below).

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to Based upon the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and as the parties shall promptly confer to reach same may be revised by mutual agreement on the Space Plans. of Landlord and Tenant agree as to negotiate the scope of such revisions, and after Tenant's written acknowledgement (within three (3) days after request therefor) of its responsibility for the costs of such revisions and for the costs of Tenant Improvements and the Other Tenant Improvements in good faith with each other to achieve the approval aggregate, in excess of $1,050,000.00, Landlord's architect and engineer shall prepare final working drawings (the "Working Drawings") of the Space PlansTenant Improvements. Landlord shall then submit such Working Drawings to Tenant for its review, and Tenant shall approve or disapprove any such drawings within three (3) business days after receipt thereof. If Landlord Tenant fails to so notify Landlord within such three (3) business days, Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. such Working Drawings. If Tenant timely notifies Landlord of any disapproval of the Working Drawings, Tenant's notice of disapproval shall also set forth its reason for disapproval and suggested revisions to the Working Drawings in order to satisfy the concerns of Tenant. Any delay resulting from Tenant's failure to unconditionally approve the Working Drawings within the later of thirty (b30) Within days after execution of this Lease or five (5) weeks days after delivery of the date Landlord and Tenant agree upon and approve the Space Plans, Working Drawings to Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawingsbe Tenant Delay, and shall submit not extend the same to Landlord for approval, which approval shall not be unreasonably withheldCommencement Date. If Landlord requests modifications to the Working Drawings, Landlord shall notify have no obligation to proceed with Landlord's Work until Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have has unconditionally approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the therefor. The Working Drawings proposed by Landlord if shall include architectural, mechanical and electrical drawings for Landlord's Work (as defined in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and LandlordSection 5 below).

Working Drawings. Landlord shall cause the Tl Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (a) Prior to Lease execution or within ten (10) days thereafter“Tl Construction Drawings”), but not later than June 1, 2006, which Tl Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the Tl Construction Drawings reflect Tenant’s architect shall prepare Space Plans requirements for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If Tenant shall deliver its written comments on the Tl Construction Drawings to Landlord not later than 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any material change matter that is necessary consistent with the Space Plan without submitting a Change Request. Landlord and the Tl Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the Working Tl Construction Drawings due is consistent with the Space Plan, Tenant shall approve the Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to requirements the provisions of any Applicable LawsSection 4 below, Landlord shall consult not materially modify the Tl Construction Drawings except as may be reasonably required in connection with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordthe issuance of the Tl Permit (as defined in Section 3(b) below).

Working Drawings. Tenant shall also cause Architect to prepare, to the extent necessary, the final architectural, mechanical (aincluding heating, ventilating and air-conditioning), electrical, plumbing and structural plans and specifications (“Working Drawings”) Prior necessary to Lease execution or within ten complete the work (10“Work”) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for required to construct the improvements to the Premises and, after approval (the “Initial Improvements”) depicted in the Space Plan previously approved by Tenant, said Space Plans shall Landlord. It is understood that the Work may be performed in phases and that Working Drawings may be prepared and submitted to Landlord for approvalin phases. Tenant shall cause Architect to submit the finished Working Drawings to Landlord and Landlord shall review the Working Drawings and grant its consent or denial thereof within five (5) business days after receipt thereof, which approval shall not be unreasonably withheld, conditioned, or delayed. If withheld (provided in all events Landlord desires modifications may withhold its consent to the Space PlansWorking Drawings to the extent the same affect the structural integrity of the Building or adversely and materially affect any Building system). To the extent Landlord does not provide its consent to the Working Drawings as aforesaid, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereofstate, and the parties shall promptly confer to reach agreement on the Space Planswith reasonable specificity, Landlord’s reasons for such disapproval. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect then be required to prepare final make such corrections as Landlord may designate and resubmit the Working Drawings, shall review and approve such Working Drawings, and shall submit the same Drawings to Landlord for approval, which its consent. Subsequent to Landlord’s approval shall not be unreasonably withheld. If Landlord requests modifications to of the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord material changes to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Drawings requested by Tenant of any modifications within the ten (10) day period, Landlord shall be deemed subject to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant Landlord may withhold its consent to any change in of said changes for the same reasons previously stated for not approving the Working Drawings proposed by Drawings. Tenant shall reimburse Landlord if for Landlord’s reasonable out-of-pocket expenses incurred in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use connection with its review of the PremisesSpace Plan and the Working Drawings, or (ii) materially increase the cost and its supervision of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and LandlordWork.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not Not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve that is the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days later of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect 60 days after the execution of this Lease by Landlord and Tenant’s intended use of the Premises, or (ii) materially increase August 15, 2017, Landlord shall cause the cost of TI Architect to prepare and deliver to Tenant for review and comment the construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the TI Design Program and the Test Fit approved by Landlord and Tenant (together, the “TI Design Drawings”) and comply in all respects with the Landlord/Tenant Responsibility Matrix, Landlord/Tenant Utility Allocation Matrix and the LEED standards attached hereto at Schedule 2(d). Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. If Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any material change matter that is necessary consistent with the TI Design Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(e) hereof. Provided that the design reflected in the Working TI Construction Drawings due is consistent with the TI Design Drawings, Tenant shall approve in writing the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to requirements the provisions of any Applicable LawsSection 4 below, Landlord shall consult not materially modify the TI Construction Drawings except as may be reasonably required in connection with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordthe issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Subtenant shall also cause Architect to prepare the final architectural, mechanical (aincluding heating, ventilating and air-conditioning) Prior electrical, plumbing and structural plans and specifications (“Working Drawings”) necessary to complete the work (“Work”) required to construct the improvements to the Premises depicted in the Space Plan previously approved by Sublandlord and Prime Landlord. The Working Drawings shall be in compliance with all of the applicable terms, requirements, and conditions set forth in the Prime Lease execution relating thereto, including, without limitation, Article 6 (Alterations and Installations) and Schedule H (Conditions for Alterations). Subtenant shall cause Architect to submit the finished Working Drawings to Sublandlord and Prime Landlord for their review and approval, not to be unreasonably withheld, delayed, and/or conditioned. Sublandlord shall review the Working Drawings and grant its consent or denial thereof within ten (10) business days thereafterafter receipt thereof and a written request for Sublandlord’s approval (“Original WD Notice”). To the extent Sublandlord withholds its consent to the Working Drawings as aforesaid, but not later than June 1Sublandlord shall state, 2006with specificity, TenantSublandlord’s architect shall prepare Space Plans reasons for such disapproval. In the Premises andevent Sublandlord fails to respond to the Original WD Notice within such ten (10) business days period, after approval by Tenant, said Space Plans shall be submitted then Subtenant may resubmit such request in writing to Landlord Sublandlord with a notice set forth at the top of its request for approval, containing a legend in 14 point bold type which states in bold and all-capital letters: “URGENT NOTICE OF WAIVER OF RIGHTS BY SUBLANDLORD,” and the content of such notice identifies this Work Letter and Article 6 of the Prime Lease, and further states in bold and all capital letters: “IF SUBLANDLORD FAILS TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER SUBLANDLORD’S RECEIPT OF SAME, THEN SUBLANDLORD’S CONSENT TO THE WORKING DRAWINGS SHALL BE DEEMED TO HAVE BEEN GIVEN” (“Second WD Notice”). In the event Sublandlord receives a Second WD Notice, and if Sublandlord fails to respond thereto within such three (3) business day period, then Sublandlord’s consent solely to the alterations set forth in the Second WD Notice (if and only if the Working Drawings have not been amended or modified in any way from those set forth in the Original WD Notice), shall automatically deemed to have been given. Nothing contained in the foregoing to the contrary shall in any way release Subtenant from procuring the Prime Landlord’s consent to the Working Drawings, nor shall Sublandlord’s approval, or deemed approval, of any Working Drawings constitute Prime Landlord’s consent to same, nor otherwise bind Prime Landlord in any way. Similarly, Prime Landlord’s consent to the Working Drawings shall in no way constitute Sublandlord’s consent to same, nor, in way, bind Sublandlord. Prime Landlord’s required response, if any, shall be pursuant to the terms of the Prime Lease and Sublandlord shall have no liability to Subtenant for Prime Landlord’s failure to comply with the terms thereof. Subtenant shall be required to make such corrections as Sublandlord reasonably and/or as Prime Landlord may designate and resubmit the Working Drawings to Sublandlord and Prime Landlord for their consent, subject to Section 6(c) of the Sublease. Subsequent to Sublandlord’s and Prime Landlord’s approval of the Working Drawings, any changes to the Working Drawings requested by Subtenant shall be subject to the prior written consent of Sublandlord, not to be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and Prime Landlord, except for minor changes thereto customarily made in the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approvalfield, which approval minor changes shall not be unreasonably withheld. If Landlord requests modifications to require the Working Drawingsconsent of Sublandlord or, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to unless required under the Working DrawingsPrime Lease, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Prime Landlord.

Working Drawings. Tenant’s Architect shall prepare working drawings of the Tenant Work (a) Prior to Lease execution the “Working Drawings”). The Working Drawings shall consist of the complete sets of plans and specifications for the Tenant Work in the form of working drawings or construction drawings identifying Tenant’s interior layout of the Premises, and shall include complete sets of detailed architectural, structural, mechanical, electrical and plumbing working drawings for the Tenant Work. Landlord shall notify Tenant whether it approves the Working Drawings within ten (10) days thereafterafter Tenant’s Architect submits the Working Drawings to Landlord. If Landlord disapproves of the Working Drawings, but not later than June 1then Landlord shall at the time it notifies Tenant thereof in writing also specify in detail the reasons for such disapproval, 2006, in which case Tenant shall cause Tenant’s architect shall prepare Space Plans for to revise the Premises and, after approval by Tenant, said Space Plans shall be submitted Working Drawings and deliver them to Landlord for approvalLandlord’s approval within ten (10) business days after Tenant receives Landlord’s notice disapproving the submitted Working Drawings. Landlord shall have ten (10) days to approve or disapprove any resubmitted Working Drawings, which approval and Tenant shall have five (5) days to revise any such resubmitted Working Drawings disapproved by Landlord. Landlord agrees that its consent to the Working Drawings shall not be unreasonably withheld, delayed or conditioned, or delayedand both Landlord and Tenant agree to use reasonable efforts to cause the final Working Drawings to be completed no later than October 31, 2015. If Tenant shall provide Landlord desires modifications to with at least one (1) set of the Space Plans, Landlord shall notify Tenant in writing final approved Working Drawings on a CAD diskette within ten (10) days following its receipt thereof, and the parties after final approval by Landlord. Tenant’s Architect shall promptly confer to reach agreement on the Space Plans. reasonably cooperate with Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications making changes to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord subject to the Working Drawingsprovisions in Paragraphs 3.3, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings3.4 and 3.5 below. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafterAfter the Space Plan has been approved by Landlord, but not later than June 1, 2006, Tenant shall cause Tenant’s architect shall prepare Space Plans for Architect to compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the Premises andwork and to obtain all applicable permits (collectively, after approval by Tenant, said Space Plans shall be submitted the “Working Drawings”) and submit the same to Landlord for approval, which Landlord’s approval shall (Landlord’s approval not to be unreasonably withheld, withheld or conditioned, or delayed). If Tenant shall supply Landlord desires modifications to with four (4) copies of the Space Plans, Working Drawings. Landlord shall notify advise Tenant in writing within ten (10) days following its Business Days after Landlord’s receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plansdraft Working Drawings if the same are unsatisfactory or incomplete in any respect. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plansis so advised, Tenant shall cause its architect Tenant’s Architect to prepare final revise the Working Drawings, shall review Drawings to correct any deficiencies or other matters Landlord may reasonably require and approve such Working Drawings, and shall re-submit the same to Landlord. Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to will approve or disapprove the revised Working Drawings, Landlord shall notify Tenant Drawings in writing within ten (10) days Business Days following receipt thereof (provided that, if the modifications to the Working Drawings are of a nature that the revisions can be reviewed in a shorter period, Landlord shall use reasonable efforts to provide its approval or disapproval within such shorter period and within five (5) Business Days if reasonably possible). This process will continue until the Working Drawings are fully approved by Landlord’s receipt of said drawings from Tenant. If Tenant objects Notwithstanding anything to any modifications requested the contrary above, if, when reviewing revised Working Drawings, Landlord requires material revisions to items that Landlord previously approved (and the material revisions to previously approved items are not triggered by Landlord the other revisions being made to the Working Drawings), then the parties shall promptly confer additional time (if any) required for Tenant’s Architect to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within revise the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the subject Working Drawings to address those additional deficiencies shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by constitute a Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use Delay for purposes of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and LandlordParagraph 4.

Working Drawings. (a) Prior to Lease execution On or within ten (10) days thereafterbefore the applicable date set forth in the Construction Schedule, but not later than June 1, 2006, Tenant’s architect the Architect and the Engineers shall prepare Space Plans complete the architectural and engineering drawings for the Premises andPremises, after and the final construction documents in a form which is complete to allow contractors and subcontractors to bid on the work, to obtain all applicable permits, and to subsequently construct the work (collectively, the "WORKING DRAWINGS"). Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Working Drawings any space which Tenant elects not to initially build-out. Landlord shall notify Tenant of its approval by Tenant, said Space Plans shall be submitted to Landlord for approval, (which approval shall not be unreasonably withheld, conditioned, ) or delayed. If Landlord desires modifications to disapproval (with reasons for such disapproval specified) of the Space Plans, Landlord shall notify Tenant in writing Working Drawings within ten (10) business days following its after receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. ; any failure by Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans its approval or disapproval within the such ten (10-) business day period, Landlord period shall be deemed to be Landlord's disapproval thereof. However, Landlord may not disapprove any details of the Working Drawings which have already been approved said by Landlord in the Final Space Plans. (b) Within five (5) weeks after Plan. If Landlord disapproves the date Working Drawings, Landlord and Tenant shall, within two (2) business days thereafter, meet in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon and approve the Space Plans, Tenant shall cause its architect revisions to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications made to the Working Drawings, Landlord shall notify Tenant in writing then within ten (10) business days of after such meeting, Tenant shall cause the Working Drawings to be EXHIBIT B -7- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] revised in accordance with the parties' conceptual agreement and shall resubmit the Working Drawings for Landlord’s receipt of said drawings from Tenant's approval. This process shall continue until the Working Drawings are approved by Landlord. If Landlord and Tenant objects are, despite such meeting, unable to any modifications requested resolve the items disapproved by Landlord to in the Working Drawings, the parties shall promptly confer mutually select an architect from Carrier Xxxxxxx to resolve all issues related theretosuch disagreement (or if Carrier Xxxxxxx is unwilling to make a determination to resolve such dispute or either party objects to Carrier Xxxxxxx playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). If Landlord fails to notify Tenant of any modifications Any such resolution by such architect (whether from Carrier Xxxxxxx or some other firm) shall be made within the ten (10) day period, business days after the meeting between Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to After the Space Plans, Landlord shall notify Tenant Plan has been approved in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plansby Landlord, Tenant shall cause its architect Tenant’s Architect to prepare final compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings and specifications in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Working Drawings, shall review ”) and approve such Working Drawings, and shall submit the same to Landlord for approval, which Landlord’s approval shall (Landlord’s approval not to be unreasonably withheldwithheld or conditioned). Tenant shall supply Landlord with four (4) copies of the Working Drawings. Landlord shall advise Tenant in writing within seven (7) Business Days after Landlord’s receipt of the draft Working Drawings if the same are unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall cause Tenant’s Architect to revise the Working Drawings to correct any deficiencies or other matters Landlord may reasonably require and re-submit the same to Landlord. Landlord will approve or disapprove the revised Working Drawings in writing within seven (7) Business Days following receipt thereof (provided that, if the modifications to the Working Drawings are of a nature that the revisions can be reviewed in a shorter period, Landlord shall use reasonable efforts to provide its approval or disapproval within such shorter period and within five (5) Business Days if reasonably possible). This process will continue until the Working Drawings are fully approved by Landlord. If Landlord requests modifications to determines that any work shown on the Working Drawings constitutes a Specialty Alteration, and Landlord did not advise Tenant of such fact at the time of Landlord’s approval of the Space Plan, then concurrently with Landlord’s review and approval of the Working Drawings, Landlord shall notify Tenant in writing within ten that the subject work is a Specialty Alteration and whether Tenant is required to remove the subject Specialty Alteration in accordance with Paragraphs 9.b. and 20.a. of the Lease at the expiration or earlier termination of the Lease. Notwithstanding anything to the contrary above, if, when reviewing revised Working Drawings, Landlord requires material revisions to items that Landlord previously approved (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects and the material revisions to any modifications requested previously approved items are not triggered by Landlord the other revisions being made to the Working Drawings), then the parties shall promptly confer additional time (if any) required for Tenant’s Architect to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within revise the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the subject Working Drawings to address those additional deficiencies shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by constitute a Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use Delay for purposes of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and LandlordParagraph 2.f.

Working Drawings. Not later than 14 weeks following the approval of the TI Design Drawings by Landlord, Tenant shall cause the TI Architect to prepare and deliver to Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the TI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Landlord shall deliver its written comments on the TI Construction Drawings to Tenant not later than 7 business days after Landlord’s receipt of the same; provided, however, that Landlord may not disapprove any matter that is consistent with the TI Design Drawings. If Landlord disapproves any portion of Tenant’s TI Construction Drawings, then Landlord shall specifically (a) Prior approve those portions which are acceptable to Lease execution or within ten Landlord and (10b) days thereafterdisapprove those portions which are not acceptable to Landlord, but not later than June 1, 2006, specifying the reasons for such disapproval and describing in detail any change requested for each item disapproved. Tenant shall cause the changes requested by Landlord to be made to Tenant’s architect shall prepare Space Plans for the Premises andTI Construction Drawings; provided, after approval however, if Tenant does not agree with a change requested by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space PlansLandlord, Landlord and Tenant shall notify Tenant meet and confer and shall attempt in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer good faith to reach agreement on TI Construction Drawings. Tenant and the Space Plans. Landlord and Tenant agree to negotiate TI Architect shall consider all such comments in good faith and shall, within 7 business days after receipt, notify Landlord how Tenant proposes to respond to such comments. Any disputes in connection with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord such comments shall be deemed to have approved said Space Plans. (bresolved in accordance with Section 2(d) Within five (5) weeks after hereof. Provided that the date Landlord and Tenant agree upon and approve design reflected in the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit TI Construction Drawings is consistent with the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working TI Design Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from approve the TI Construction Drawings submitted by Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both partiesLandlord, subject to the Working Drawings provisions of Section 4 below, Tenant shall not materially modify the TI Construction Drawings except as may be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change reasonably required in connection with the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use issuance of the Premises, or TI Permit (iias defined in Section 3(a) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordbelow).

Working Drawings. Tenant shall prepare final construction drawings and specifications for the Tenant Improvements that (a) Prior to Lease execution or within ten are consistent with and are logical evolutions of the Approved Preliminary Plans and (10b) days thereafterincorporate any Changes. As soon as such final construction drawings and specifications (“Working Drawings”) are completed, but not later than June 1, 2006, Tenant’s architect Tenant shall prepare Space Plans for deliver the Premises and, after approval by Tenant, said Space Plans shall be submitted same to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned, conditioned or delayed. All such Working Drawings shall be submitted by Tenant to Landlord in electronic .pdf, CAD and full-size hard copy formats, and shall be approved or disapproved by Landlord within ten (10) business days after delivery to Landlord. Landlord’s failure to respond within such ten (10) business day period shall be deemed approval by Landlord. If Landlord desires modifications to the Space PlansWorking Drawings are disapproved by Landlord, then Landlord shall notify Tenant in writing within ten (10) days following of its receipt thereofobjections to such Working Drawings, and the parties shall promptly confer and negotiate in good faith to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, Promptly after the Working Drawings shall not be changed without Landlord’s are approved by Landlord and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the two (2) copies of such Working Drawings proposed shall be initialed and dated by Landlord if in and Tenant, and Tenant shall promptly submit such Working Drawings to all appropriate governmental authorities for approval. Tenant’s sole architect, engineer or contractor must verify at the job site all dimensions, locations of structural members and absolute discretion, such change (i) would materially adversely affect any other physical conditions affecting Tenant’s intended use construction drawings and assure full compliance with all governing codes, ordinances and regulations of the Premises, authorities having jurisdiction. It is Tenant’s exclusive responsibility to determine and fulfill any and all design requirements of Landlord or (ii) materially increase the cost that are necessary to obtain required permits and a Certificate of the Tenant ImprovementsOccupancy from all applicable governmental authorities. If any material change is necessary in the The Working Drawings due so approved, and all change orders approved by Landlord, are referred to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordas the “Approved Plans.”

Working Drawings. Not later than 7 business days following the mutual execution and delivery of the Lease, Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (a) Prior “TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Lease execution or within ten (10) days thereafter, but Landlord not later than June 1, 2006, 10 business days after Tenant’s architect receipt of the same; provided, however, that Tenant may not disapprove any matter that is consistent with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall prepare Space Plans consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Premises andTenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is consistent with the Space Plan, after approval Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, said Space Plans subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be submitted to reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below). Landlord for approval, shall obtain Tenant’s prior written approval (which approval shall not be unreasonably withheld, conditioned, withheld or delayed. If Landlord desires ) of modifications to the Space Plans, Landlord shall notify Tenant TI Construction Drawings that are required in writing within ten (10) days following its receipt thereof, and connection with the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval issuance of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space PlansTI Permit. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior Promptly after Landlord’s approval of the Preliminary Plans, Tenant shall deliver to Lease execution or within ten (10) days thereafterLandlord, but not later than June 1for Landlord’s review and approval, 2006complete plans, specifications and working drawings which incorporate and are consistent with the Preliminary Plans, as previously approved by Landlord, and which show in detail the intended design, construction and finishing of all portions of Tenant’s architect Work, in sufficient detail for construction (the “Working Drawings”). Landlord shall prepare Space Plans for not unreasonably withhold or condition its approval of the Premises andWorking Drawings, and Landlord’s required modifications must not be unreasonable. Within seven Business Days after Landlord’s receipt of the Working Drawings, Landlord shall either approve or disapprove the Working Drawings. If Landlord disapproves the Working Drawings, then Landlord shall state in reasonable detail the changes that Landlord requires to be made thereto, and Tenant shall make all changes required by Landlord (although Landlord shall not require changes that are inconsistent with Landlord’s approval, or deemed approval, of the Preliminary Plans). After Landlord has approved the Working Drawings, Tenant must obtain Landlord’s prior written approval by Tenant, said Space Plans shall be submitted of any changes to Landlord for approvalthe Working Drawings, which approval shall not be unreasonably withheld, conditioned, conditioned or delayed. If Landlord desires modifications fails to respond to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans Working Drawings within the 10-day periodseven Business Day period provided above and such failure continues for three days after a second written notice from Tenant requesting approval, then Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not Not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve that is the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days later of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect 60 days after the execution of this Lease by Landlord and Tenant’s intended use of the Premises, or (ii) materially increase August 15, 2017, Landlord shall cause the cost of Tl Architect to prepare and deliver to Tenant for review and comment the construction plans, specifications and drawings for the Tenant Improvements (“Tl Construction Drawings”), which Tl Construction Drawings shall be prepared substantially in accordance with the Tl Design Program and the Test Fit approved by Landlord and Tenant (together, the “Tl Design Drawings”) and comply in all respects with the Landlord/Tenant Responsibility Matrix, Landlord/Tenant Utility Allocation Matrix and the LEED standards attached hereto at Schedule 2(d). Tenant shall be solely responsible for ensuring that the Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. If Tenant shall deliver its written comments on the Tl Construction Drawings to Landlord not later than 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any material change matter that is necessary consistent with the Tl Design Drawings without submitting a Change Request. Landlord and the Tl Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(e) hereof. Provided that the design reflected in the Working Tl Construction Drawings due is consistent with the Tl Design Drawings, Tenant shall approve in writing the Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to requirements the provisions of any Applicable LawsSection 4 below, Landlord shall consult not materially modify the Tl Construction Drawings except as may be reasonably required in connection with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordthe issuance of the Tl Permit (as defined in Section 3(b) below).

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not Not later than June 1, 2006, 75 days following the date of the written approval of the Test Fit by Landlord and Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify cause the Tl Architect to prepare and deliver to Tenant for review and comment the construction plans, specifications and drawings for the Tenant Improvements (“Tl Construction Drawings”), which Tl Construction Drawings shall be prepared substantially in writing within ten (10) days following its receipt thereof, accordance with the Tl Design Program and the parties shall promptly confer to reach agreement on Test Fit (together, the Space Plans“Tl Design Drawings”) and comply in all respects with the Landlord/Tenant Responsibility Matrix, Landlord/Tenant Utility Allocation Matrix and the LEED standards attached hereto at Schedule 2(d). Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after solely responsible for ensuring that the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Tl Construction Drawings shall not be changed without Landlord’s and reflect Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of requirements for the Tenant Improvements. If Tenant shall deliver its written comments on the Tl Construction Drawings to Landlord not later than 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any material change matter that is necessary consistent with the Tl Design Drawings without submitting a Change Request. Landlord and the Tl Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(e) hereof. Provided that the design reflected in the Working Tl Construction Drawings due is consistent with the Tl Design Drawings, Tenant shall approve the Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to requirements the provisions of any Applicable LawsSection 4 below, Landlord shall consult not materially modify the Tl Construction Drawings except as may be reasonably required in connection with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordthe issuance of the Tl Permit (as defined in Section 3(b) below).

Working Drawings. Subject to obtaining Landlord’s approval of the Preliminary Plans, Tenant shall arrange for Xxxxxx’s Architect to prepare working drawings and specifications, including architectural, mechanical, electrical, plumbing and other shop drawings (athe “Working Drawings”) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans Tenant Improvements. The Working Drawings shall be submitted based on the Preliminary Plans approved by Landlord. Landlord shall approve or disapprove of the Working Drawings by written notice to Tenant within five (5) business days after Xxxxxxxx’s receipt of the Working Drawings. Landlord shall not unreasonably withholds its approval of the Working Drawings If Landlord disapproves the Working Drawings, Landlord’s written notice to Tenant disapproving of the Working Drawings shall include (i) a de scription of the disapproved element of the Preliminary Plans, (ii) the reasons for Landlord’s disapproval and (iii) at Landlord’s option, suggested modifications to the Working Drawings. If Landlord disapproves of the Working Drawings, Tenant shall arrange for Xxxxxx’s Architect to revise the Working Drawings to address Xxxxxxxx’s comments and/or incorporate Xxxxxxxx’s proposed changes and resubmit the Working Drawings to Landlord for Landlord’s review and approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing review the revised Working Drawings and approve or disapprove of the revised Working Drawings within ten three (103) days following its after Landlord’s receipt thereof, and thereof in accordance with the parties shall promptly confer procedure provided above. The Working Drawings which have been approved by Landlord are hereinafter referred to reach agreement on as the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. “Approved Working Drawings” If Landlord fails to notify Tenant respond to Xxxxxx’s request for approval or disapproval of any objections to the Space Plans Working Drawings within the 10-day periodtime periods provided for above, Landlord such approval shall be deemed to have approved said Space Plansbeen given. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall promptly (ai) Prior supply the Engineers (as defined in Section 3.6 below) with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements, to Lease execution or within ten enable the Engineers and the Architect to complete the "Working Drawings," as defined below, in the manner as set forth below, (10ii) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans cause the Architect and the Engineers to complete the architectural and engineering drawings for the Premises andImprovements in a manner consistent with, after approval by Tenantand which are a natural and logical extension EXHIBIT B-2- [Reddit, said Inc.] 000 XXXXXX XXXXXX Xxxxx Xxxxx of, the approved Final Space Plans Plan, and (iii) cause the Architect to compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable Permits, as defined below (collectively, the "Working Drawings"). The Working Drawings shall be submitted to Landlord for approvalapproval in accordance with Landlord's Consent Standard on or before the date that is fifteen (15) business days following Xxxxxxxx's approval of the Final Space Plan. Tenant shall supply Landlord with three (3) hard copies signed by Tenant of the Working Drawings, which approval and concurrently with Xxxxxx's delivery of such hard copies, Tenant shall not be unreasonably withheld, conditioned, send to Landlord's representative identified in this Work Letter one (1) .pdf electronic copy of such Working Drawings via e-mail or delayedother electronic delivery method approved by Landlord. Landlord shall advise Tenant within ten (10) business days after Landlord's receipt of the Working Drawings if the same are approved or disapproved per Landlord's Consent Standard. If the Working Drawings are disapproved, then Tenant shall, within five (5) business days of Xxxxxx's receipt of Landlord's notice thereof, revise and resubmit the Working Drawings to Landlord. The foregoing process shall be repeated until the Working Drawings have been approved (or deemed approved as described in Section 3.1 above) by Landlord, provided that Landlord desires shall advise Tenant within five (5) business days after Xxxxxxxx's receipt of any revised Working Drawings if the same are still disapproved for any reason (unless additional time is reasonably required due to the nature of the revisions, in which event Landlord shall inform Tenant, within such five (5)-business day period, of the need for additional time, and Landlord shall thereafter advise Tenant within ten (10) business days after Landlord's receipt of any revised Working Drawings if the same are still disapproved for any reason). In the event that the Working Drawings or any amendment or supplement thereto shall require any changes or modifications to the Space PlansBase Building ("Base Building Changes"), and if Landlord in its sole and exclusive discretion approves such Base Building Changes, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, of the need for and the parties shall promptly confer to reach agreement on the Space Plans. Landlord cost of such Base Building Changes and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase pay the cost of such required Base Building Changes in advance prior to the Tenant Improvementscommencement of construction of the Improvements (subject to Tenant's right to use a portion of the Improvement Allowance, as defined below, towards the cost of such Base Building Changes in accordance with Section 4.3.1(iv) below). If any material change is necessary in the Working Drawings due to requirements The cost of any Applicable LawsBase Building Changes shall include, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant without limitation, all architectural and/or engineering fees and Landlordconstruction costs in connection therewith.

Working Drawings. Promptly after Landlord’s approval of the Preliminary Plans, Tenant shall deliver to Landlord, for Landlord’s review and approval (awhich approval Landlord may grant or deny in Landlord’s sole and absolute discretion, although Landlord shall not withhold approval of those portions of the work that Landlord previously approved in connection with its approval of the Preliminary Plans), complete plans, specifications and working drawings which incorporate and are consistent with the Preliminary Plans, as previously approved by Landlord, and which show in detail the intended design, construction and finishing of all portions of Tenant’s Work, in sufficient detail for construction (the “Working Drawings”). Within twenty (20) Prior days after Landlord’s receipt of the Working Drawings, Landlord shall either approve or disapprove the Working Drawings. If Landlord disapproves the Working Drawings, then Landlord shall state in reasonable detail the changes that Landlord requires to Lease execution or be made thereto, and Tenant shall make all changes required by Landlord (although Landlord shall not require changes that are inconsistent with Landlord’s approval of the Preliminary Plans). If Landlord fails to respond to the Working Drawings within the 20-day period provided above and such failure continues for ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after a second written notice from Tenant requesting approval by Tenant, said Space Plans (which second notice must state IN ALL CAPITAL LETTERS that failure to respond shall be submitted to Landlord for deemed approval), which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, then Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings. Tenant acknowledges and agrees that portions of Tenant’s Work affect critical portions of the Building’s systems and that, accordingly, Landlord shall review and approve such be entitled to withhold its approval of the Working Drawings, and shall submit require modifications thereto, in Landlord’s sole and absolute discretion with respect to any portion of Tenant’s Work that affects the same to Building’s systems. After Landlord for approvalhas approved the Working Drawings, which Tenant must obtain Landlord’s prior written approval shall not be unreasonably withheld. If Landlord requests modifications of any material changes to the Working Drawings, which approval Landlord shall notify Tenant may grant or deny in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, discretion (provided that such change (i) would materially adversely affect Tenantapprovals or denials are not inconsistent with Landlord’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordprior approvals).

Working Drawings. (a) Prior Landlord shall cause the Tl Architect to Lease execution or within ten (10) days thereafterprepare and deliver to Tenant for review and comment the construction plans, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans specifications and drawings for the Premises andTenant Improvements (“Tl Construction Drawings”), after approval by Tenant, said Space Plans which Tl Construction Drawings shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to prepared substantially in accordance with the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Tl Design Program approved by Landlord and Tenant agree to negotiate (together, the “Tl Design Drawings”) and comply in good faith all respects with each other to achieve the approval of Landlord/Tenant Responsibility Matrix and the Space PlansLEED/WELL standards attached hereto at Schedule 2(d). If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after solely responsible for ensuring that the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Tl Construction Drawings shall not be changed without Landlord’s and reflect Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of requirements for the Tenant Improvements. If Tenant shall deliver its written comments on the Tl Construction Drawings to Landlord not later than 10 days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any material change matter that is necessary consistent with the Tl Design Drawings without submitting a Change Request. Landlord and the Tl Architect shall consider all such comments in good faith and shall, within 10 days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(e) hereof. Provided that the design reflected in the Working Tl Construction Drawings due is consistent with the Tl Design Drawings, Tenant shall approve in writing the Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to requirements the provisions of any Applicable LawsSection 4 below, Landlord shall consult not materially modify the Tl Construction Drawings except as may be reasonably required in connection with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordthe issuance of the Tl Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause the Tl Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (a) Prior to Lease execution or within ten (10) days thereafter“Tl Construction Drawings”), but not later than June 1, 2006, which Tl Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the Tl Construction Drawings reflect Tenant’s architect shall prepare Space Plans requirements for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If Tenant shall deliver its written comments on the Tl Construction Drawings to Landlord not later than 10 business days after Txxxxx’s receipt of the same; provided, however, that Tenant may not disapprove any material change matter that is necessary consistent with the Space Plan and which disapproval would result in any delay of the Substantial Completion of Landlord’s Work or an increase in the Working Tl Costs without submitting a Change Request. Landlord and the Tl Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Txxxxx’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the Tl Construction Drawings due is consistent with the Space Plan, Tenant shall approve the Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to requirements the provisions of any Applicable LawsSection 4 below, Landlord shall consult not materially modify the Tl Construction Drawings except as may be reasonably required in connection with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordthe issuance of the Tl Permit (as defined in Section 3(b) below).

Working Drawings. (a) Prior to Lease execution or within Not later than ten (10) business days thereafterfollowing execution of the Lease, but Landlord shall cause the Tl Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements ("TI Construction Drawings"), which TI Construction Drawings shall be prepared substantially in accordance with the preliminary plans and specifications for development of the Tenant Improvements (the "Preliminary TI Plans") which Tenant acknowledges having already reviewed and approved. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant's requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than June 1five (5 business days after Tenant's receipt of the same; provided, 2006however, Tenant’s architect shall prepare Space that Tenant may not disapprove any matter that is consistent with the Preliminary TI Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Planswithout submitting a Change Request. Landlord and Tenant agree to negotiate the TI Architect shall consider all such comments in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans and shall, within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant's review rights pursuant to the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval foregoing sentence shall not be unreasonably withheld. If Landlord requests modifications to delay the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned design or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of construction schedule for the Tenant Improvements. If any material change is necessary Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the Working TI Construction Drawings due is consistent with the Preliminary TI Plans approved by Tenant, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to requirements the provisions of any Applicable LawsSection 2(d) below, Landlord shall consult not materially modify the TI Construction Drawings except as may be reasonably required in connection with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordthe issuance of the TI Permit.

Working Drawings. Subject to obtaining Landlord’s approval of the Preliminary Plans, Tenant shall arrange for Xxxxxx’s Architect to prepare working drawings and specifications, including architectural, mechanical, electrical, plumbing and other shop drawings (athe “Working Drawings”) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans Tenant Improvements. The Working Drawings shall be submitted based on the Preliminary Plans approved by Landlord. Landlord shall approve or disapprove of the Working Drawings by written notice to Tenant within five (5) business days after Xxxxxxxx’s receipt of the Working Drawings. Landlord shall not unreasonably withholds its approval of the Working Drawings. If Landlord disapproves the Working Drawings, Xxxxxxxx’s written notice to Tenant disapproving of the Working Drawings shall include (i) a description of the disapproved element of the Preliminary Plans, (ii) the reasons for Landlord’s disapproval and (iii) at Landlord’s option, suggested modifications to the Working Drawings. If Landlord disapproves of the Working Drawings, Tenant shall arrange for Xxxxxx’s Architect to revise the Working Drawings to address Xxxxxxxx’s comments and/or incorporate Xxxxxxxx’s proposed changes and resubmit the Working Drawings to Landlord for Landlord’s review and approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing review the revised Working Drawings and approve or disapprove of the revised Working Drawings within ten three (103) days following its after Landlord’s receipt thereof, and thereof in accordance with the parties shall promptly confer procedure provided above. The Working Drawings which have been approved by Landlord are hereinafter referred to reach agreement on as the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans“Approved Working Drawings”. If Landlord fails to notify Tenant respond to Xxxxxx’s request for approval or disapproval of any objections to the Space Plans Working Drawings within the 10-day periodtime periods provided for above, Landlord shall such approval shal l be deemed to have approved said Space Plansbeen given. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect Lessee shall prepare Space Plans be solely responsible for the Premises andpreparation and completion of all preliminary and final Working Drawings. Lessee shall retain its own architects and engineers to prepare Working Drawings, after approval PROVIDED THAT Lessor first approves such engineers and architects so selected by Tenant, said Space Plans shall be submitted to Landlord for approvalLessee, which approval shall not be unreasonably withheld, conditioned, withheld or delayed. If Landlord desires Lessee shall provide copies of the preliminary Working Drawings to Lessor, and Lessor shall provide to Lessee within one (i) business day thereafter a list of corrections and modifications which Lessor requires to be made to the Space PlansWorking Drawings. Lessee shall revise the preliminary Working Drawings to incorporate the corrections and modifications requested by Lessor and shall submit final Working Drawings to Lessor for its approval. Lessor shall review the final Working Drawings and, Landlord shall notify Tenant in writing within ten one (101) days following its business day after receipt thereof, and Lessor shall either (a) notify Lessee that Lessor has approved the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review or (b) provide to Lessee a list of corrections and approve such Working Drawings, and shall submit the same modifications which Lessor requires to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications made to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to In the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, event Lessor returns the Working Drawings to Lessee for correction or modification, Lessee shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in diligently correct the Working Drawings proposed and re-submit them to Lessor for approval pursuant to the preceding provisions of this paragraph. No work shall be performed until final Working Drawings have been approved in writing by Landlord if in Tenant’s sole and absolute discretionLessor. The review and/or approval by Lessor or its architect or engineers of any plans, such change sketches or Working Drawings submitted by Lessee relating to Lessee's Improvements shall not (i) would materially adversely affect Tenant’s intended use constitute an opinion or representation by Lessor that the same are in compliance with all applicable Legal Requirements and the provisions of all applicable insurance policies or as to the Premisesfeasibility of constructing the work shown thereon, or (ii) materially increase the cost of the Tenant Improvementsimpose on Lessor any responsibility for a design defect, it being agreed that all such responsibility shall remain solely with Lessee. If Lessee shall reimburse Lessor, promptly upon demand therefor, for all costs and expenses reasonably incurred by Lessor in reviewing any material change is necessary in the Working Drawings plans, drawings and specifications submitted by Lessee pursuant to this Work Letter, which reimbursement shall be due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordpayable as Additional Rent.

Working Drawings. (a) Prior Subtenant shall cause to Lease execution or be prepared and shall deliver to Sublandlord preliminary plans and specifications for the Subtenant Improvement Work within ten fifteen (1015) days thereafter, but not later than June 1, 2006, Tenant’s architect following the execution and delivery of this Agreement by the parties. Said preliminary plans and specifications shall prepare Space Plans for include the Premises and, after approval by Tenant, said Space Plans minimum improvements described in Exhibit A to Amendment Number One to the Lease and shall be submitted subject to Landlord for Landlord's and Sublandlord's approval, which approval shall not be unreasonably withheld, conditioned, withheld or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space PlansOn or before_____________, Tenant 1998, Subtenant shall cause its architect to prepare be prepared final plans, specifications, and working drawings ("Working Drawings") for the Subtenant Improvement Work which shall substantially conform to the preliminary plans and specifications previously delivered by Subtenant, and a preliminary construction budget approved by Subtenant. Within three (3) days after receipt thereof, Subtenant and Sublandlord shall review and approve such Working DrawingsDrawings and preliminary construction budget, and or Sublandlord shall submit the same deliver to Landlord for approvalSubtenant, which approval Sublandlord's specific written changes or objections to such Working Drawings or budget. Sublandlord shall not be unreasonably withheld. If Landlord requests modifications to withhold or delay its approval of the Working Drawings, Landlord Drawings or preliminary budget. The parties shall notify Tenant negotiate in writing within ten (10) days good faith to reach agreement on any aspect of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working DrawingsDrawings or preliminary budget disapproved by Sublandlord, with each party using its best efforts to complete and to approve the parties Working Drawings and preliminary budget on or before __________________, 1998. Subtenant shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant proceed with reasonable diligence in the preparation and completion of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both partiesUpon approval, Sublandlord and Subtenant shall each initial and date the Working Drawings and Sublandlord shall submit the Working Drawings to all appropriate governmental agencies for approval. Immediately after all necessary governmental approvals have been obtained, four (4) copies of the Working Drawings shall not be changed without Landlord’s initialed and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to dated by Sublandlord and Subtenant if any change in changes thereto have been made by the governmental agencies. The Working Drawings proposed by Landlord if in Tenant’s sole as approved and absolute discretion, such all change (i) would materially adversely affect Tenant’s intended use orders permitted pursuant to Paragraph 5 hereof are referred to herein as the "Approved Plans." Sublandlord and Subtenant shall deliver a copy of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due Approved Plans to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Tenant shall also cause the Architect to prepare, at Tenant's sole cost and expense, subject to reimbursement by Landlord from the Construction Allowance, the final architectural, mechanical (aincluding heating, ventilating and air-conditioning) Prior electrical, plumbing and structural plans and specifications ("Working Drawings") necessary to Lease execution or within ten complete the work (10"Work") days thereafter, but not later than June 1, 2006, Tenant’s architect required to construct the improvements to the Expansion Premises depicted in the Space Plan previously approved by Landlord. Tenant shall prepare Space Plans for cause Architect to submit the Premises and, after approval by Tenant, said Space Plans shall be submitted finished Working Drawings to Landlord for approvaland Landlord shall review the Working Drawings and grant its consent or denial thereof within five (5) business days after receipt of all of the Working Drawings, which approval shall not be unreasonably withheld, conditioned, withheld or delayed. If delayed (provided in all events Landlord desires modifications may withhold its consent to the Space PlansWorking Drawings to the extent the same affects the structural integrity of the Building or adversely or materially affects any Building system). To the extent Landlord does not provide its consent to the Working Drawings as aforesaid, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereofstate, and the parties shall promptly confer to reach agreement on the Space Planswith specificity, Landlord's reasons for such disapproval. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect then be required to prepare final make such corrections as Landlord may designate and resubmit the Working Drawings, shall review and approve such Working Drawings, and shall submit the same Drawings to Landlord for approval, which its consent. Subsequent to Landlord's approval shall not be unreasonably withheld. If Landlord requests modifications to of the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord changes to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Drawings requested by Tenant of any modifications within the ten (10) day period, Landlord shall be deemed subject to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consentconsent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed, conditioned or delayed provided that Tenant Landlord may withhold its consent to any change in of said changes for the same reasons previously stated for not approving the Working Drawings proposed by and under the same conditions as stated in the preceding Paragraph. Tenant shall pay to Landlord if any reasonable out-of-pocket costs or expenses Landlord incurs in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use the process of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in reviewing the Working Drawings due to requirements of or any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordchanges thereto.

Working Drawings. (a) Prior No later than thirty (30) days from the date of the Lease, Lessor shall cause the Architect, under contract with Lessor, to Lease execution prepare and deliver to Lessee for Lessee’s approval detailed, plans, specifications and working drawings for the construction of the improvements shown on the Approved Space Plan, in such form and detail as may be reasonably required by Lessor (the “Working Drawings”). (b) Lessee’s approval or disapproval of the Working Drawings shall be delivered to Lessor by written notice within ten (10) days thereafterafter Lessor’s delivery of the Working Drawings to Lessee; provided, but not later than June 1however, 2006, Tenant’s architect shall prepare Space Plans the sole basis for disapproval by Lessee of the Premises and, after approval by Tenant, said Space Plans Working Drawings shall be submitted either (i) an inconsistency with or deviation from the scope of work provided in the Approved Space Plan or (ii) correction of architect errors in the Working Drawings. The addition of improvements or design elements not contemplated by the Approved Space Plan shall be deemed a Change Order (as defined below). If Lessee timely and validly disapproves of any portion of the Working Drawings, Lessee shall advise Lessor in writing of such disapproval and the reasons therefor. Lessor shall then submit the revised Working Drawings to Landlord for approvalLessee, incorporating those revisions as Lessor determines are consistent with the Approved Space Plan, which approval shall be granted or withheld by Lessee by written notice to Lessor delivered not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within later than five (5) weeks after days following Lessee’s receipt of the date Landlord revised Working Drawings. The foregoing process shall be repeated until the Working Drawings have been approved by both Lessor and Tenant agree upon and approve Lessee; provided, however, any revisions to the Space PlansWorking Drawings following the second such revision shall be deemed a Lessee Delay (as defined below), Tenant shall cause its architect but only if this provides an actual delay of more than one day to prepare final the finalizing the Working Drawings. The Working Drawings, shall review as approved by Lessor and approve such Working DrawingsLessee, and shall submit are referred to herein as the same “Final Plans.” The improvements detailed on the approved Final Plans are hereinafter referred to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications as the “Lessee Improvements.” Any changes made to the Working Drawings, Landlord approved Final Plans shall notify Tenant require Lessor’s written consent in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawingsaccordance with this Work Letter. (c) Once approved by both parties, The Final Plans shall include a detailed construction budget (the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord“Construction Budget”).

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s 's architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s 's receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s 's and Tenant’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s 's sole and absolute discretion, such change (i) would materially adversely affect Tenant’s 's intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s 's architect shall prepare from the approved Space Plans complete architectural plans, drawings and specifications and complete engineered mechanical, structural and electrical Working Drawings for (i) all of the Premises showing the demising plan, finish schedule of building standard items (i.e. carpeting and other floor coverings), and Tenant's design work desired by Tenant therefor, and (ii) any internal or external communications or special utility facilities which will require conduits or other improvements (collectively "Final Working Drawings and Specifications"; the work shown thereon being called the "Tenant's Work"), all in such form and in such detail as may be reasonably required by Landlord. The Final Working Drawings and Specifications shall be prepared by Tenant's architect and engineer and the engineering work on the mechanical and electrical plans shall be performed by Tenant's engineers. Tenant's architect and engineer shall furnish all services necessary for the Premises and, after preparation of the Final Working Drawings and Specifications and for securing approval by Landlord and for securing such approvals as, by reason of the nature of the Tenant's Work, said Space Plans shall be submitted to required from any governmental authority having jurisdiction or compliance deemed necessary by Landlord for approvalincluding without limitation ACM (asbestos containing material), which approval hazardous wastes or materials, OSHA, CAL-OSHA, life-safety, sprinklers and the like. Landlord shall not be unreasonably withheld, conditioned, reasonably approve or delayeddisapprove of the Final Working Drawings and Specifications within five (5) business days after receipt thereof. If Landlord desires modifications to shall disapprove of any part of the Space PlansFinal Working Drawings and Specifications, Landlord shall notify advise Tenant in writing within ten (10) days following its receipt thereofof such disapproval, and the parties shall promptly confer to reach agreement on the Space Plans. reasons therefor within said five (5) business day period, and Landlord and Tenant agree to shall thereafter negotiate in good faith with each other to achieve the approval remove Landlord's reasonable objections. Tenant shall then submit to Landlord for Landlord's approval, a redesign of the Space Plans. If Landlord fails Final Working Drawings and Specifications incorporating the revisions agreed to notify Tenant of any objections to by the Space Plans within the 10-day periodparties, which Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after approve or disapprove in accordance with the date Landlord foregoing procedure. Final Working Drawings and Tenant agree upon Specifications shall comply with all conditions set forth in Paragraph 1.3 below. Unless otherwise specified in the Final Working Drawings and approve the Space PlansSpecifications, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested use building standard materials as determined by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Promptly after Landlord’s approval of the Preliminary Plans, Tenant shall deliver to Landlord, for Landlord’s review and approval (a) Prior to Lease execution which approval Landlord may grant or within ten deny in Landlord’s sole and absolute discretion, although Landlord shall not withhold approval of those portions of the work that Landlord previously approved in connection with its approval of the Preliminary Plans), complete plans, specifications and working drawings which incorporate and are consistent with the Preliminary Plans, as previously approved by Landlord, and which show in detail the intended design, construction and finishing of all portions of Tenant’s Work, in sufficient detail for construction (10the “Working Drawings”). Within twenty (20) days thereafterafter Landlord’s receipt of the Working Drawings, but not later than June 1, 2006, Tenant’s architect Landlord shall prepare Space Plans for either approve or disapprove the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayedWorking Drawings. If Landlord desires modifications to disapproves the Space PlansWorking Drawings, then Landlord shall notify Tenant state in writing within ten (10) days following its receipt thereofreasonable detail the changes that Landlord requires to be made thereto, and the parties Tenant shall promptly confer to reach agreement on the Space Plans. make all changes required by Landlord and Tenant agree to negotiate in good faith (although Landlord shall not require changes that are inconsistent with each other to achieve the Landlord’s approval of the Space Preliminary Plans). If Landlord fails to notify Tenant of any objections respond to the Space Plans Working Drawings within the 1020-day periodperiod provided above and such failure continues for three (3) Business Days after a second written notice from Tenant requesting approval (which second notice must state IN ALL CAPITAL LETTERS that failure to respond shall be deemed approval), then Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings. Tenant acknowledges and agrees that portions of Tenant’s Work affect critical portions of the Building’s systems and that, accordingly, Landlord shall review and approve such be entitled to withhold its approval of the Working Drawings, and shall submit require modifications thereto, in Landlord’s sole and absolute discretion with respect to any portion of Tenant’s Work that affects the same to Building’s systems. After Landlord for approvalhas approved the Working Drawings, which Tenant must obtain Landlord’s prior written approval shall not be unreasonably withheld. If Landlord requests modifications of any changes to the Working Drawings, which approval Landlord shall notify Tenant may grant or deny in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (aIf any Tenant Improvements are being provided as required in Section 3(a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plansotherwise, Tenant shall shall, at its sole cost and expense, cause its architect to prepare final be prepared working drawings and specifications (“Working Drawings”) showing in detail all Tenant Improvements to be constructed or installed in the Premises, shall review and approve such Working Drawingsexcluding only decorative details, and shall submit two (2) copies of the Working Drawings to Landlord within fifteen (15) days after execution of this Lease for its approval. The improvements, if any, shall be constructed as required in this Lease, and shall be the same type and quality as what is otherwise within the Building, subject to Landlord for Landlord’s prior written approval, which approval shall not be unreasonably withheld. If The Working Drawings shall be (i) hand delivered to Landlord requests modifications in plan sets with minimum sizing of 20” x 36” and, (ii) delivered digitally as well. Landlord shall have twenty-five (25) days from the date of receipt of the Working Drawings to review the same and notify Tenant whether Landlord has approved or rejected the Working Drawings, provided (A) if Landlord rejects any such Working Drawings, Landlord shall notify provide Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord with specific comments as to the Working Drawingselements of the plan or specifications that Landlord found objectionable, the parties shall promptly confer to resolve all issues related thereto. If and (B) if Landlord fails to notify Tenant of does not provide any modifications written notice within the ten twenty-five (1025) day period, Landlord shall be deemed to have approved said the Working Drawings. (c) Once approved by both parties, . Tenant shall work closely with Landlord and promptly revise the Working Drawings shall not be changed without to comply with Landlord’s requirements and shall insure that such revisions are completed and approved by Landlord in sufficient time for Tenant to complete the Tenant Improvements prior to the Commencement Date. For avoidance of doubt, and as set forth in Section 13 of the Lease, Landlord has been apprised of and approves the following Tenant-Made Alteration concepts: installation of crane footings, additional toilets, paint booths, temperature- controlled rooms, charging stations and security cameras, however the plans and specifications for the same have not been provided to Landlord, and must still be reviewed and approved by Landlord before Landlord’s prior written consentconsent shall be deemed provided, which consent such approval shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior Tenant shall cause the TI Architect to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted and deliver to Landlord for approvalreview and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which approval TI Construction Drawings shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant prepared substantially in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on accordance with the Space Plans. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Landlord shall deliver its written comments on the TI Construction Drawings to Tenant not later than 10 business days after Landlord’s receipt of the same; provided, however, that Landlord may not disapprove any matter that is consistent with the Space Plans. Tenant and Tenant agree to negotiate the TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Landlord how Tenant proposes to respond to such comments. Provided that the 731887685.7 design reflected in the TI Construction Drawings is consistent with each other to achieve the approval of the Space PlansPlans or otherwise reasonably acceptable to Landlord, Landlord shall approve the TI Construction Drawings submitted by Tenant. If Landlord fails to notify Tenant of any objections to the Space Plans respond within the 10-such 10 business day period, then Tenant may provide Landlord with a second written notice stating in bold and all caps 12 point font that Landlord’s failure to respond to Tenant’s TI Construction Drawings within 3 business days after Landlord’s receipt of the second notice shall be deemed approval by Landlord, and if Landlord does not respond within such 3 business day period, then Landlord shall be deemed to have approved said Space Plans. (bsuch TI Construction Drawings. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) Within five (5) weeks after hereof. Once approved by Landlord, subject to the date Landlord and Tenant agree upon and approve the Space Plansprovisions of Section 4 below, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit not materially modify the same to Landlord for approval, which approval shall not TI Construction Drawings except as may be unreasonably withheld. If Landlord requests modifications to reasonably required in connection with the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use issuance of the Premises, or TI Permit (iias defined in Section 3(a) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordbelow).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (a) Prior “TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan and the Subsequent Premises Space Plans, respectively. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements with respect to Lease execution or within ten (10) days thereafterthe Initial Fifth Expansion Premises and the Subsequent Fifth Expansion Premises, but respectively. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than June 1, 2006, 10 business days after Tenant’s architect receipt of the same; provided, however, that Tenant may not disapprove any matter that is consistent with the Space Plan or the Subsequent Premises Space Plans, respectively, without submitting a Change Request. Landlord and the TI Architect shall prepare Space Plans consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements with respect to the Initial Fifth Expansion Premises andor the Subsequent Fifth Expansion Premises. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is consistent with the Space Plan and the Subsequent Premises Space Plans, after approval respectively, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications subject to the Space Plansprovisions of Section 4 below, Landlord shall notify Tenant not materially modify the TI Construction Drawings except as may be reasonably required in writing within ten (10) days following its receipt thereof, and connection with the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval issuance of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space PlansTI Permit (as defined in Section 3(b) below). (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. On or before September 15, 1999, Tenant shall, at its expense, provide to Landlord for its approval final working drawings, prepared by DLR Group or another architect that has been approved by Landlord, of all improvements that Tenant proposes to install in the Premises ("Leasehold Improvements") which Leasehold Improvements are generally described on Exhibit "C-2" attached hereto and made a part hereof; such working drawings shall include the partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings or any modifications to the mechanical and plumbing systems of the Building, and detailed plans and specifications for the construction of the Leasehold Improvements called for under this Exhibit "C" in accordance with all applicable governmental laws, codes, rules and regulations. Further, if any of Tenant's proposed construction work will affect the Building's HVAC, electrical, mechanical, plumbing systems or other central or branch systems, then the working drawings pertaining thereto shall, at Landlord's option, be prepared by the Building's engineer of record, whom Tenant shall at its cost engage for such purpose. Landlord's approval of such working drawings shall not be unreasonably withheld, provided that (a) Prior they comply with all applicable governmental laws, codes, rules, and regulations, (b) such working drawings are sufficiently detailed to Lease execution allow construction of the Leasehold Improvements in a good and workmanlike manner, and (c) the improvements depicted thereon conform to the scope of work depicted on Exhibit "C-2" attached hereto and to the rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant). As used herein, "Working Drawings" shall mean the final working drawings approved by Landlord, as amended from time to time by any approved changes thereto, and "Work" shall mean the work required to construct and install all Leasehold Improvements to be constructed in accordance with and as indicated on the Working Drawings. Approval by Landlord of the Working Drawings shall not be a representation or within ten (10) days thereafterwarranty of Landlord, and shall create no responsibility or liability on the part of Landlord, with respect to their adequacy for any use, purpose or condition, their completeness, design sufficiency, or compliance with any laws, rules or regulations of governmental agencies or authorities, but not later than June 1shall merely be the consent of Landlord to the performance of the Work. Tenant shall, 2006at Landlord's request, Tenant’s architect shall prepare Space Plans for sign the Premises and, after Working Drawings to evidence its review and approval by Tenant, said Space Plans shall be submitted to Landlord for approvalthereof. All changes in the Work must receive the prior written approval of Landlord, which approval shall not be unreasonably withheldwithheld so long as the changes in the Work do not adversely affect the Shell, conditionedthe Building systems, or delayed. If Landlord desires modifications to Landlord's timely prosecution of the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereofLandlord's Work, and in the parties shall promptly confer to reach agreement on the Space Plans. Landlord and event of any such approved change Tenant agree to negotiate in good faith with each other to achieve the approval shall, upon completion of the Space Plans. If Work, furnish Landlord fails to notify Tenant with an accurate, reproducible "as-built" plan (e.g., sepia) of any objections to the Space Plans within the 10-day periodLeasehold Improvements as constructed, Landlord which plan shall be deemed to have approved said Space Plansincorporated into this Lease by this reference for all purposes. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution On or within ten (10) days thereafterbefore the dates set forth above, but not later than June 1, 2006, Tenant’s architect Tenant shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted provide to Landlord for approvalits approval final working drawings, prepared by Xxxxxxxxxxx Architects (which has been approved by Landlord ) or another architect that has been approved by Landlord (which approval shall not be unreasonably withheld), conditionedof all improvements that Xxxxxx proposes to install in the Premises; provided that, at Tenant's option, Tenant may sooner submit to Landlord for its approval final working drawings prepared by such architect of such improvements on a full floor by full floor basis; provided further, that Tenant shall be solely responsible for any delays or delayedadditional costs which result from delivery of such working drawings on a floor by floor (rather than the entire Premises) basis. If Landlord desires All such working drawings shall include the partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for any modifications to the Space Plansmechanical and plumbing systems of the Building, and detailed plans and specifications for the construction of the improvements called for under this Exhibit in accordance with all applicable governmental laws, codes, rules, and regulations. Further, if any of Xxxxxx's proposed construction work will affect the Building's heating, ventilation and air conditioning ("HVAC"), electrical, mechanical, or plumbing systems, then the working drawings pertaining thereto shall be submitted to and reviewed by the Building's engineer of record, whom Tenant shall at its cost engage for such purpose. Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to approve such working drawings or notify Tenant of any objections changes (with reasonable specificity) that must be made to the Space Plans secure such approval within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and business days of receipt thereof (on a floor by floor or entire Premises basis, as Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve may elect). Xxxxxxxx's approval of such Working Drawings, and shall submit the same to Landlord for approval, which approval working drawings shall not be unreasonably withheld, provided that (a) they comply with all applicable governmental laws, codes, rules, and regulations, (b) such working drawings are sufficiently detailed to allow construction of the improvements in a good and workmanlike manner, and (c) the improvements depicted thereon conform to the rules and regulations promulgated from time to time by the Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant). If Landlord requests modifications As used herein, "WORKING DRAWINGS" shall mean the final working drawings approved by Xxxxxxxx, as amended from time to time by any approved changes thereto, and "WORK" shall mean all improvements to be constructed in accordance with and as indicated on the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested Approval by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consenta representation or warranty of Landlord that such drawings are adequate for any use, which purpose, or condition, or that such drawings comply with any applicable law or code, but shall merely be the consent shall not be unreasonably withheldof Landlord to the performance of the Work. Tenant shall, conditioned or delayed provided that Tenant may withhold its consent to any change in at Xxxxxxxx's request, sign the Working Drawings proposed by to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord if in Tenant’s sole and absolute discretion, Tenant (it being agreed that approval or disapproval of any such change order will be given by the applicable party within three (i3) would materially adversely affect Tenant’s intended use business days of request therefor), and in the event of any such approved change Tenant shall, upon completion of the PremisesWork, or furnish Landlord with an accurate, reproducible "as-built" plan (iie.g., sepia) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Lawsimprovements as constructed, Landlord which plan shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordbe incorporated into this Lease by this reference for all purposes.

Working Drawings. Landlord shall cause to be prepared plans, specifications and construction drawings of all improvements that Tenant proposes to install in the Additional Premises (a) Prior to Lease execution or within ten (10) days thereafter“Additional Leasehold Improvements”), but not later than June 1which Additional Leasehold Improvements are generally described as follows: warehouse lights, 2006roof-mounted heating and ventilation equipment, Tenant’s architect shall prepare Space Plans for dock packages, demising wall and an opening in the Premises and, after approval by Tenant, said Space Plans existing wall. The Additional Leasehold Improvements shall be submitted substantially the same as the Leasehold Improvements. As used herein, “Working Drawings” shall mean the final plans, specifications and construction drawings, as amended from time to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereoftime, and “Work” shall mean the parties shall promptly confer work required to reach agreement construct and install all Additional Leasehold Improvements to be constructed in accordance with and as indicated on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested Preparation by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without a representation or warranty of Landlord, and shall create no responsibility or liability on the part of Landlord, with respect to their adequacy for any use, purpose or condition, their completeness, design sufficiency, or compliance with any laws, rules or regulations of governmental agencies or authorities, but shall merely be the consent of Landlord to the performance of the Work. Tenant shall, at Landlord’s and Tenant’s prior written consentrequest, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in sign the Working Drawings proposed by Landlord if to evidence its review and approval thereof. All changes in Tenant’s sole the Work must receive the prior written approval of Landlord, and absolute discretionin the event of any such approved change Tenant shall, such change (i) would materially adversely affect Tenant’s intended use upon completion of the PremisesWork, or furnish Landlord with an accurate, reproducible “as-built” plan (iie.g., sepia) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable LawsAdditional Leasehold Improvements as constructed, Landlord which plan shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordbe incorporated into this First Amendment by this reference for all purposes.

Working Drawings. After the Space Plan has been approved (aor deemed approved) Prior by Sublandlord (and Landlord), Subtenant shall supply the Architect and the Building Consultants with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements for the applicable portion of the Subleased Premises, to Lease execution or enable the Architect and the Building Consultants to complete the Working Drawings (as defined below). Subtenant shall cause the Architect and the Building Consultants to promptly complete the architectural and engineering drawings for such portion of the Subleased Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Working Drawings”) and shall submit four (4) hard copies and one (1) electronic copy signed by Subtenant to Sublandlord for Sublandlord’s (and Landlord’s) review and approval. Sublandlord shall advise Subtenant within ten (10) days thereafterBusiness Days after Sublandlord’s receipt of the Working Drawings if Sublandlord, but not later than June 1in good faith, 2006, Tenant’s architect shall prepare Space Plans for determines that the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, same are approved or delayedare unsatisfactory or incomplete. If Landlord desires modifications Subtenant is advised that the Working Drawings are unsatisfactory or are incomplete, Subtenant shall promptly revise the Working Drawings to the Space Plans, Landlord shall notify Tenant in writing correct any deficiencies or other matters Sublandlord may reasonably require. If Sublandlord fails to respond within such ten (10) days following its receipt thereofBusiness Day period, Subtenant shall deliver Sublandlord an additional notice requesting approval and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord if Sublandlord thereafter fails to notify Tenant respond within three (3) Business Days of any objections to the Space Plans within the 10-day periodreceipt of such additional notice, Landlord shall Sublandlord will be deemed to have approved said Space Plans. such Working Drawings. After approval (bor deemed approval) Within five (5) weeks after by Sublandlord of the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and Subtenant shall submit the same to Landlord the appropriate municipal authorities for approval, which all applicable building permits. Subtenant hereby agrees that neither Sublandlord nor Sublandlord’s consultants shall be responsible for obtaining any building permit or for obtaining interim or final sign-offs on such permits and that obtaining the same shall be Subtenant’s responsibility; provided that Sublandlord shall cooperate with Subtenant in executing permit applications and other ministerial acts reasonable necessary to enable Subtenant to obtain any such permit or sign-off. In no event shall Subtenant commence any construction work in any portion the Subleased Premises prior to Sublandlord’s written approval shall not be unreasonably withheld. If Landlord requests modifications of the Construction Drawings therefor and prior to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days date that all required governmental permits are obtained and copies of Landlord’s receipt of said drawings from Tenant. If Tenant objects all such permits are provided to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working DrawingsSublandlord. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for approval, review and comment construction plans, specifications and drawings for the Warm Shell and Tenant Improvements (a) Prior “Construction Drawings”), which Construction Drawings shall be prepared substantially in accordance with the Space Plans and the Warm Shell/TI Specifications. Tenant shall be solely responsible for ensuring that the Construction Drawings reflect Tenant’s requirements for the Warm Shell and Tenant Improvements. Tenant shall deliver its written comments on the Construction Drawings to Lease execution or within ten (10) days thereafter, but Landlord not later than June 1, 2006, 10 business days after Tenant’s architect shall prepare receipt of the same; provided, however, that Tenant may not disapprove any matter that is consistent with the Space Plans for and Warm Shell/TI Specifications without submitting a Change Request. Landlord and the Premises andTI Architect shall consider all such comments in good faith and shall, within 10 business days after approval by Tenantreceipt, said Space Plans notify Tenant how Landlord proposes to respond to such comments, which response shall be submitted subject to Landlord for Tenant’s approval, which approval shall not be unreasonably withheld, conditioned, conditioned or delayed. If Landlord desires modifications Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the Construction Drawings is consistent with the Space Plans and Warm Shell/TI Specifications, Tenant shall not disapprove the Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the Space Plansprovisions of Section 4 below, Landlord shall notify Tenant not materially modify the Construction Drawings except as may be reasonably required in writing within ten connection with the issuance of the Permit (10as defined in Section 3(b) days following its receipt thereofbelow), which material modification shall be subject to the reasonable review and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space PlansTenant. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Tenant shall also cause the Architect to prepare, at Tenant's sole cost and expense, the final architectural, mechanical (aincluding heating, ventilating and air-conditioning) Prior electrical, plumbing and structural plans and specifications ("Working Drawings") necessary to Lease execution or within ten complete the work (10"Work") days thereafter, but not later than June 1, 2006, Tenant’s architect required to construct the improvements to the Third Amendment Expansion Premises depicted in the Space Plan previously approved by Landlord. Tenant shall prepare Space Plans for cause Architect to submit the Premises and, after approval by Tenant, said Space Plans shall be submitted finished Working Drawings to Landlord for approvaland Landlord shall review the Working Drawings and grant its consent or denial thereof within five (5) business days after receipt of all of the Working Drawings, which approval shall not be unreasonably withheld, conditioned, withheld or delayed. If delayed (provided in all events Landlord desires modifications may withhold its consent to the Space PlansWorking Drawings to the extent the same affects the structural integrity of the Building or adversely or materially affects any Building system). To the extent Landlord does not provide its consent to the Working Drawings as aforesaid, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereofstate, and the parties shall promptly confer to reach agreement on the Space Planswith specificity, Landlord's reasons for such disapproval. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect then be required to prepare final make such corrections as Landlord may designate and resubmit the Working Drawings, shall review and approve such Working Drawings, and shall submit the same Drawings to Landlord for approval, which its consent. Subsequent to Landlord's approval shall not be unreasonably withheld. If Landlord requests modifications to of the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord changes to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Drawings requested by Tenant of any modifications within the ten (10) day period, Landlord shall be deemed subject to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consentconsent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed, conditioned or delayed provided that Tenant Landlord may withhold its consent to any change in of said changes for the same reasons previously stated for not approving the Working Drawings proposed by and under the same conditions as stated in the preceding Paragraph. Tenant shall pay to Landlord if any reasonable out-of-pocket costs or expenses Landlord incurs in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use the process of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in reviewing the Working Drawings due to requirements of or any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordchanges thereto.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant shall cause Tenant’s architect shall Architect to prepare Space Plans for the Premises andfinal architectural, after approval by Tenantmechanical (including heating, said Space Plans ventilating and air-conditioning), electrical, plumbing, and structural plans and specifications (“Working Drawings”) necessary to complete the Tenant Improvements, which Working Drawings shall be submitted a natural extension of the Space Plan. Tenant also shall cause Tenant’s Architect to submit the finished Working Drawings to Landlord, and Landlord for approvalshall review the Working Drawings and grant its written approval or denial thereof within eight (8) business days after receipt thereof, which approval shall not be unreasonably withheld, conditioned, or delayed. If delayed (provided in all events Landlord desires modifications may withhold its consent to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, Working Drawings to the extent the same adversely and materially affects the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval structural integrity of the Space PlansBuilding or adversely and materially affects any Building system). If Landlord fails Landlord’s failure to notify Tenant of any objections to the Space Plans respond within the 10-such eight (8) business- day period, Landlord period shall be deemed to mean that Landlord has approved the Working Drawings as submitted by Tenant. To the extent Landlord does not provide its consent to the Working Drawings as aforesaid, Landlord shall state, with specificity, Landlord's reasons for such disapproval. The foregoing process shall then be repeated until the Working Drawings are approved, or deemed approved, by Landlord; provided, however, Landlord’s comments shall be limited to any changes reasonably required by Landlord based on its initial review of the Working Drawings and not made by Tenant, as well as any changes required as a result of the changes made by Tenant which could not have approved said Space Plans. (b) Within five (5) weeks after been reasonably anticipated by Landlord at the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect time of making Landlord’s initial comments. Subsequent to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which Landlord's approval shall not be unreasonably withheld. If Landlord requests modifications to of the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord changes to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Drawings requested by Tenant of any modifications within the ten (10) day period, Landlord shall be deemed subject to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed provided that Tenant may withhold its consent to any change in delayed. Upon approval of the Working Drawings proposed by Landlord if in Landlord, Tenant’s , at its sole cost and absolute discretion, such change expense (i) would materially adversely affect Tenant’s intended use subject to application of the PremisesAllowance (as defined below), or (ii) materially increase shall file the cost of same with the governmental agencies having jurisdiction over the Tenant Improvements. If any material change is necessary in Tenant shall furnish Landlord with copies of all documents submitted to said governmental agencies and copies of the Working Drawings due authorizations to requirements of any Applicable Lawscommence work and the permits for the Tenant Improvements issued by said governmental agencies. Tenant shall be permitted to commence the Tenant Improvements without all required permits to the extent that governmental authorities with jurisdiction over the Tenant Improvements permit such work, Landlord provided that Tenant shall consult with be obligated to obtain all required governmental authorizations for the Tenant Improvements and deliver copies thereof to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Within 60 days after the date hereof, Tenant shall, at its expense, provide to Landlord for its approval a fit-out floor-plan, prepared by DLR Group or another architect that has been approved by Landlord, of all improvements that Tenant proposes to install in the Premises ("Leasehold Improvements") which Leasehold Improvements are generally described on Exhibit "C-2" attached hereto and made a part hereof, such working drawings shall include the partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings or any modifications to the mechanical and plumbing systems of the Building, and detailed plans and specifications for the construction of the Leasehold Improvements called for under this Exhibit "C" in accordance with all applicable governmental laws, codes, rules and regulations. Further, if any of Tenant's proposed construction work will affect the Building's HVAC, electrical, mechanical, plumbing systems or other central or branch systems, then the working drawings pertaining thereto shall, at Landlord's option be prepared by the Building's engineer of record, whom Tenant shall at its cost engage for such purpose. Landlord's approval of such working drawings shall not be unreasonably withheld, provided that (a) Prior they comply with all applicable governmental laws, codes, rules, and regulations, (b) such working drawings are sufficiently detailed to Lease execution allow construction of the Leasehold Improvements in a good and workmanlike manner, and (c) the improvements depicted thereon conform to the scope of work depicted on Exhibit "C-2" attached hereto and to the rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant). As used herein, "Working Drawings", shall mean the final working drawings approved by Landlord, as amended from time to time by any approved changes thereto, and "Work" shall mean the work required to construct and install all Leasehold Improvements to be constructed in accordance with and as indicated on the Working Drawings. Approval by Landlord of the Working Drawings shall not be a representation or within ten (10) days thereafterwarranty of Landlord, and shall create no responsibility or liability on the part of Landlord, with respect to their adequacy for any use, purpose or condition, their completeness, design sufficiency, or compliance with any laws, rules or regulations of governmental agencies or authorities, but not later than June 1shall merely be the consent of Landlord to the performance of the Work. Tenant shall, 2006, Tenant’s architect shall prepare Space Plans for at Landlord's request sign the Premises and, after Working Drawings to evidence its review and approval by Tenant, said Space Plans shall be submitted to Landlord for approvalthereof. All changes in the Work must receive the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditionedwithheld so long as the changes in the Work do not adversely affect the shell of the Building, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereofBuilding systems, and in the parties shall promptly confer to reach agreement on the Space Plans. Landlord and event of any such approved change Tenant agree to negotiate in good faith with each other to achieve the approval shall, upon completion of the Space Plans. If Work, furnish Landlord fails to notify Tenant with an accurate, reproducible "as built" plan (e.g., sepia) of any objections to the Space Plans within the 10-day periodLeasehold Improvements as constructed, Landlord which plan shall be deemed to have approved said Space Plansincorporated into this Lease by this reference for all purposes. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect Lessee shall prepare Space Plans be solely responsible for the Premises andpreparation and completion of all preliminary and final Working Drawings. Lessee shall retain its own architects and engineers to prepare Working Drawings, after approval provided that Lessor first approves such engineers and architects so selected by Tenant, said Space Plans shall be submitted to Landlord for approvalLessee, which approval shall not be unreasonably withheld, conditioned, withheld or delayed. If Landlord desires modifications Lessee shall provide copies of the preliminary Working Drawings to Lessor, together with a list of elements of Lessee's Work which Lessee intends to remove from the Space Plans, Landlord Premises upon the expiration or earlier termination of this Lease. Lessor shall notify Tenant in writing provide to Lessee within ten (10) business days following its receipt thereof, thereafter a list of corrections and the parties shall promptly confer modifications which Lessor requires to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications made to the Working Drawings. Lessor shall also provide to Lessee within such 10-business day period a list of those elements of Lessee's Work which Lessee must remove at the expiration or earlier termination of this Lease. Lessee shall revise the preliminary Working Drawings to incorporate the corrections and modifications requested by Lessor and shall submit final Working Drawings to Lessor for its approval. Lessor shall review the final Working Drawings and, Landlord shall notify Tenant in writing within ten (10) business days after receipt thereof, Lessor shall either (a) notify Lessee that Lessor has approved the final Working Drawings, or (b) provide to Lessee a list of Landlord’s receipt of said drawings from Tenant. If Tenant objects corrections and modifications which Lessor requires to any modifications requested by Landlord be made to the Working Drawings, . Lessor shall also provide to Lessee within such 10-business day period a supplementary list of those elements of Lessee's Work which Lessee must remove at the parties shall promptly confer to resolve all issues related theretoexpiration or earlier termination of this Lease (if any). If Landlord fails to notify Tenant of any modifications within In the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, event Lessor returns the Working Drawings to Lessee for correction or modification, Lessee shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in diligently correct the Working Drawings proposed and resubmit them to Lessor for approval pursuant to the preceding provisions of this paragraph. No work shall be performed until final Working Drawings have been approved in writing by Landlord if in Tenant’s sole and absolute discretionLessor. The review and/or approval by Lessor or its architect or engineers of any plans, such change sketches or Working Drawings submitted by Lessee relating to Lessee's Improvements shall not (i) would materially adversely affect Tenant’s intended use constitute an opinion or representation by Lessor that the same are in compliance with all applicable Legal Requirements and the provisions of all applicable insurance policies or as to the Premisesfeasibility of constructing the work shown thereon, or (ii) materially increase impose on Lessor any responsibility for a design defect, it being agreed that all such responsibility shall remain solely with Lessee. Lessee shall reimburse Lessor promptly upon demand therefor for all out-of-pocket costs and expenses reasonably incurred by Lessor in connection with the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements review by Lessor's architect, engineer or other consultant (but not for Lessor's "in-house" review) of any Applicable Lawsplans, Landlord drawings and specifications submitted by Lessee pursuant to this Work Letter, which reimbursement shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant be due and Landlordpayable as Additional Rent.

Working Drawings. Attached to this Work Letter as Schedule 1 are conceptual plans and specifications (acollectively, “Conceptual Plans”) Prior for the construction of the Improvements. These Conceptual Plans have previously been approved by Landlord and Tenant. Landlord will cause to Lease execution be prepared and delivered to Tenant final plans and specifications and working drawings for the construction of the Improvements that will include structural, sprinkler systems, elevator, mechanical and electrical working drawings, and final architectural drawings for the Improvements and the tenant improvements which are the responsibility of Tenant under Section 6, below (collectively, “Final Working Drawings”). The Final Working Drawings will substantially conform to the Conceptual Plans, and Landlord shall deliver to Tenant along with the Final Working Drawings an estimated cost breakdown (“Cost Estimates”) outlining the anticipated costs of the Improvements (“Landlord’s Work”), and the tenant improvement work for which Tenant is responsible as set forth in Section 6, below (“Tenant’s Work”). Landlord shall also deliver an estimated work schedule (“Work Schedule”) for the completion of both the Improvements and such portions of Tenant’s work as may be completed by Landlord or within Landlord’s general contractor. No later than ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, Tenant must either approve the Final Working Drawings, Cost Estimates and Work Schedule, or set forth in writing with particularity any changes necessary to bring the Final Working Drawings into substantial conformity with the Conceptual Plans or to modify the Cost Estimates for Tenant’s Work or the Work Schedule. However, Tenant will not unreasonably withhold approval, or object to any logical development or refinement of the Conceptual Plans or any changes necessitated by applicable law. Failure of Tenant to deliver to Landlord written notice of disapproval and the parties shall promptly confer to reach agreement required changes on or before the Space Plans. Landlord ten (10)-day timeline will constitute and Tenant agree to negotiate in good faith with each other to achieve the be deemed approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Final Working Drawings, shall review Cost Estimate and approve such Working Drawings, and shall submit the same to Landlord for Work Schedule. Upon approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to actual or deemed, of the Final Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested Drawings by Landlord to the Working Drawingsand Tenant, the parties shall promptly confer Final Working Drawings will be referred to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within as the ten (10) day period, Landlord shall be deemed to have approved said “Approved Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.”

Working Drawings. 1. Within thirty (a) Prior to Lease execution or within ten (1030) days thereafter, but not later than June 1, 2006, (the “Working Drawing Delivery Date”) of Tenant’s architect shall prepare receipt of Landlord’s comments on the Space Plans Layout, Tenant agrees to deliver to Landlord one (1) set of sepia reproducibles and three (3) sets of blue-line prints of working drawings and specifications for the New Premises and(hereinafter referred to collectively as “Working Drawings”) prepared, after approval at Tenant’s sole cost and expense by an architect (“Tenant’s Architect”) licensed in the Commonwealth of Massachusetts and reasonably acceptable to Landlord. Landlord hereby approves Xxxx Xxxxx and Associates as Tenant’s Architect. All structural, said Space Plans plumbing, fire protection, mechanical and electrical engineering aspects of the Working Drawings shall be submitted prepared by engineers approved by the Landlord, such approval to be not unreasonably withheld. 2. Within fourteen (14) days after receipt of Tenant’s Working Drawings, Landlord shall return to Tenant one (1) sepia set of same marked “Approved”, “Approved as Noted’, or “Disapproved as Noted, Revise and Resubmit”. If said Working Drawings are returned to Tenant marked “Disapproved as Noted, Revise and Resubmit (in which event, Landlord shall state the reasons for such disapproval), such drawings shall be revised by Tenant to incorporate Landlord’s reasonable comments and resubmitted to Landlord for approvalwithin twenty-one (21) days and the same procedure shall be repeated until Landlord fully approves the Working Drawings, which approval shall not be unreasonably withheld, conditioned, conditioned or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, not withhold approval based on purely aesthetic considerations so long as the offending aesthetics are not visible outside of the space. 3. It is understood that the Working Drawings are to be consistent with and a logical extension of the approved Space Layout. Any inconsistencies between the Working Drawings and the parties shall promptly confer to reach agreement on the Space Plans. Landlord shell and Tenant agree to negotiate in good faith with each other to achieve the approval core construction of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord Building shall be deemed to have approved said Space PlansTenant’s sole responsibility. Tenant shall also be solely responsible for the completeness of the Working Drawings. (b) Within five (5) weeks after 4. In the date event Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to approves the Working Drawings, Landlord such approval shall notify Tenant in writing within ten (10) days of not limit Landlord’s receipt right to require changes in portions of said drawings from Tenantthe Working Drawings which are incompatible with Landlord’s Design Criteria or which adversely affect Building structure, systems or the availability to Landlord of third party warranties. If Tenant objects to any modifications requested When the Working Drawings are approved by Landlord to and Tenant, they shall be acknowledged as such by Landlord and Tenant signing each sheet of the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant Drawings and a complete copy of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and provided to Landlord by Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. On or before the date which is sixty (a) Prior to Lease execution or within ten (1060) days thereafterfollowing Landlord’s approval of the TI Design Drawings, but Tenant shall cause the TI Architect to prepare and deliver to Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the TI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Landlord shall deliver its written comments on the TI Construction Drawings to Tenant not later than June 1, 2006, Tenant10 business days after Landlord’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Planssame; provided, however, that Landlord may not disapprove any matter that is consistent with the TI Design Drawings. If Landlord fails to notify Tenant of any objections to Landlord’s approval or approval with comments of the Space Plans TI Construction Drawings within the such ten (10-) business day period, Tenant shall have the right to provide Landlord shall be deemed with a second written request for approval (a “Second Request”) that specifically identifies the TI Construction Drawings and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 2(d) OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TI CONSTRUCTION DRAWINGS.” If Landlord fails to have approved said Space Plans. (b) Within respond to such Second Request within five (5) weeks business days after receipt by Landlord, the date TI Construction Drawings shall be deemed approved by Landlord. Tenant and the TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Landlord and how Tenant agree upon and approve proposes to respond to such comments. Any disputes in connection with such comments shall be resolved in accordance with Section 2(e) hereof. Provided that the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit design reflected in the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to TI Construction Drawings is consistent with the Working TI Design Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from approve the TI Construction Drawings submitted by Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both partiesLandlord, subject to the Working Drawings provisions of Section 4 below, Tenant shall not materially modify the TI Construction Drawings except as may be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change reasonably required in connection with the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use issuance of the Premises, or TI Permit (iias defined in Section 3(a) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordbelow).

Working Drawings. Based upon the Approved Space Plan, by the date specified in the Work Schedule, Landlord shall cause the Engineers to complete and deliver to Tenant for Tenant's approval, two (a2) Prior copies of complete, fully coordinated architectural and (to Lease execution or within ten (10the extent required) days thereafterstructural, but not later than June 1mechanical, 2006, Tenant’s architect shall prepare Space Plans electrical and plumbing working drawings and specifications for the Tenant Improvements for the Premises andin a form which is sufficiently complete to allow the Contractor and all subcontractors to bid on the work shown therein and to obtain all applicable Permits (defined below) therefor (collectively, after approval by Tenant, said Space Plans the "Working Drawings"). The Working Drawings shall be submitted consistent with the Approved Space Plan. Tenant shall, by the date specified in the Work Schedule, either (i) approve the Working Drawings, (ii) approve the Working Drawings subject to specified conditions to be satisfied by Landlord prior to submission of the same by Landlord for the Permits, or (iii) disapprove and return the same to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayedwith required revisions. If Landlord desires modifications to Tenant disapproves the Space PlansWorking Drawings, within three (3) business days of receipt of such disapproval, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, cause the Architect to make all changes thereto required to satisfy Tenant's required revisions and the parties shall promptly confer resubmit to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such revised Working Drawings, and shall submit the same to Landlord for approvalshall, which approval shall not be unreasonably withheld. If Landlord requests modifications to the within three (3) business days after Tenant receives such resubmitted Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to approve, approve with conditions, or disapprove the resubmitted Working Drawings, with the parties shall promptly confer foregoing procedure to resolve all issues related theretobe repeated until the Working Drawings are ultimately approved by Tenant. If Landlord fails The Working Drawings, as approved by Tenant pursuant to notify Tenant of any modifications within the ten (10this Section 1(c) day period, Landlord shall be deemed referred to have approved said in this Work Letter Agreement as the "Approved Working Drawings. (c) Once approved by both parties, " Landlord shall cause the process of preparing and approving the Working Drawings shall to be completed by such a time that will not be changed without delay Landlord’s 's submission of the bid materials and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Approved Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, to the Bidding Contractors with sufficient time for such change (i) would materially adversely affect Tenant’s intended use of Bidding Contractors to prepare bids for the Premises, or (ii) materially increase the cost construction of the Tenant Improvements. If any material change is necessary in the Working Drawings due , and for Landlord to requirements of any Applicable Lawsreview, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable analyze and deliver to Tenant and Landlorda detailed written recommendation regarding the bids of the Bidding Contractors, by no later than September 27, 2005.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve Upon the approval of the Final Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Plan by Landlord and Tenant agree upon and approve the Space PlansTenant, Tenant shall cause its architect request the Architect to prepare final complete the architectural and engineering drawings for the Premises in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Final Working Drawings, shall review and approve such Working Drawings, ”) and shall submit the same to Landlord for Landlord’s approval. For purposes hereof, which approval the Final Working Drawings shall not be include any of the Design-Build Drawings (as defined in Section 3.4 below). Tenant shall supply Landlord with four (4) copies of such Final Working Drawings. Landlord shall advise Tenant within ten (10) business days after Landlord’s receipt of the Final Working Drawings of its approval or disapproval of the Final Working Drawings, it being understood that (i) Landlord shall not unreasonably withheld. If withhold, condition or delay its approval of the Final Working Drawings, and (ii) if Landlord requests modifications to disapproves the Final Working Drawings, Landlord shall notify Tenant specify in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any reasonable detail the reasons for such disapproval and a proposal for modifications requested by Landlord to the Working Drawings, and the parties shall promptly confer negotiate in good faith to resolve all issues related theretoreach agreement on the item proposed, together with a description of further information required in order for Landlord to approve the Final Working Drawings. If Landlord fails to notify Tenant that it disapproves of any modifications the Final Working Drawings within the ten (10) day periodbusiness days after the submission thereof, then Landlord shall be deemed to have approved said the Final Working Drawings in question. If Landlord initially disapproves the Final Working Drawings and still disapproves the Final Working Drawings within five (5) business days following the second re-submittal thereof, then, so long as Tenant has acted professionally, reasonably and in good faith to address and resolve any disapproved items, such continued disapproval shall thereafter be deemed to be a Force Majeure Delay (on a day-for-day basis until Landlord approves the Final Working Drawings. (c) Once approved by both parties, the ). The Final Working Drawings shall not be changed without Landlord’s and Tenant’s approved or deemed approved by Landlord (the “Approved Working Drawings”) prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change the commencement of construction in the Working Drawings proposed Premises by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution On or within ten (10) days thereafterbefore the applicable date set forth in the Construction Schedule, but not later than June 1, 2006, Tenant’s architect the Architect and the Engineers shall prepare Space Plans complete the architectural and engineering drawings for the Premises andPremises, after and the final construction documents in a form which is complete to allow contractors and subcontractors to bid on the work, to obtain all applicable permits, and to subsequently construct the work (collectively, the "WORKING DRAWINGS"). Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Working Drawings any space which Tenant elects not to initially build-out. Landlord shall notify Tenant of its approval by Tenant, said Space Plans shall be submitted to Landlord for approval, (which approval shall not be unreasonably withheld, conditioned, ) or delayed. If Landlord desires modifications to disapproval (with reasons for such disapproval specified) of the Space Plans, Landlord shall notify Tenant in writing Working Drawings within ten (10) business days following its after receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. ; any failure by Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans its approval or disapproval within the such ten (10-) business day period, Landlord period shall be deemed to be Landlord's disapproval thereof. However, EXHIBIT B -7- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] Landlord may not disapprove any details of the Working Drawings which have already been approved said by Landlord in the Final Space Plans. (b) Within five (5) weeks after Plan. If Landlord disapproves the date Working Drawings, Landlord and Tenant shall, within two (2) business days thereafter, meet in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon and approve the Space Plans, Tenant shall cause its architect revisions to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications made to the Working Drawings, Landlord shall notify Tenant in writing then within ten (10) business days of after such meeting, Tenant shall cause the Working Drawings to be revised in accordance with the parties' conceptual agreement and shall resubmit the Working Drawings for Landlord’s receipt of said drawings from Tenant's approval. This process shall continue until the Working Drawings are approved by Landlord. If Landlord and Tenant objects are, despite such meeting, unable to any modifications requested resolve the items disapproved by Landlord to in the Working Drawings, the parties shall promptly confer mutually select an architect from Carrier Xxxxxxx to resolve all issues related theretosuch disagreement (or if Carrier Xxxxxxx is unwilling to make a determination to resolve such dispute or either party objects to Carrier Xxxxxxx playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). If Landlord fails to notify Tenant of any modifications Any such resolution by such architect (whether from Carrier Xxxxxxx or some other firm) shall be made within the ten (10) day period, business days after the meeting between Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Tenant has prepared and submitted to Landlord, for Landlord's approval, final architectural, mechanical (aincluding heating, ventilating and air-conditioning), electrical, plumbing, and structural plans and specifications ("Working Drawings") Prior prepared by Hydzik Xxxxxx Associates, Ltd. necessary to Lease execution or within ten (10) days thereaftercomplete the work depicted on the Preliminary Plans and to obtain a building permit and other governmental approvals for commencement of the improvements shown thereon. Tenant, but not later than June 1at Landlord's cost chargeable against the Planning Allowance, 2006, Tenant’s architect shall prepare Space Plans pay for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayedcost of preparing the Working Drawings. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten review the Working Drawings and grant its consent thereto (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval or disapproval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans Working Drawings thereof) within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks business days after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approvalreceipt thereof, which approval shall not be unreasonably withheld. Failure by Landlord to disapprove the Working Drawings within said five (5) business day period shall be deemed an approval by Landlord of the Working Drawings. If Landlord requests modifications disapproves the Working Drawings as aforesaid, Landlord shall state with specificity Landlord's reason for disapproval. Tenant shall then modify the Working Drawings to satisfy Landlord's objections and resubmit the Working Drawing to Landlord for its consent or denial, which resubmittal shall be accomplished within five (5) business days. The foregoing procedure shall be followed until final Landlord approval of the Working Drawings. The final Working Drawings approved by Landlord shall be herein referred to as the "Approved Working Drawings." If during construction there is a conflict between the Building Shell and Core and the construction contemplated by the Approved Working Drawings, the Building Shell and Core conditions shall prevail. In no event shall Landlord's review or approval of the Working Drawings give rise to any liability of Landlord with respect to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days including but not limited to issues of Landlord’s receipt of said drawings from compliance with applicable laws and regulations or otherwise, all such responsibility to remain with Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the there exists Approved Working Drawings , Tenant shall not cause the Tenant Improvements to be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change constructed in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change Premises (i) would materially adversely affect Tenant’s intended use of the Premises, "Work" or (ii) materially increase the cost of the "Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and LandlordImprovements Work").

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafterThese shall consist of the following: 1. Complete architectural, but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereoflandscape, and the parties shall promptly confer engineering working drawings; 2. Complete specifications; and 3. Construction schedule. The COUNTY OF SAN BERNARDINO, hereinafter referred to reach agreement on the Space Plans. Landlord as “COUNTY” and Tenant agree hereinafter referred to negotiate in good faith with each other as “TENANT”, entered into a Lease Agreement dated , hereinafter after referred to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day periodas “Lease”, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change covering certain real property located in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretionCounty of San Bernardino, such change (i) would materially adversely affect Tenant’s intended State of California, hereinafter referred to as “Demised Premises”. By use of the following documents which are attached hereto and made a part hereof, and hereinafter collectively referred to as “Documents”, TENANT proposes to hypothecate its leasehold estate created under said Lease: These documents are for financing related to leasehold development of said Demised Premises. On this day of , or (ii) materially increase , COUNTY hereby consents to the cost execution, delivery, and recordation of the Tenant Improvementsabove stated documents subject to the following terms and conditions: 1. If any material change is necessary That , hereinafter referred to as “LENDER”, shall fully reconvey all interest in said real property upon repayment of the loan described in the Working Drawings due loan document since the sole purpose of the hypothecation of the subject leasehold estate is to requirements secure the loan amount for LENDER. 2. Except as otherwise provided herein, the above-referenced documents and any other future additional instruments which may be approved by COUNTY or its agents, shall be subject to each and every covenant, condition, and restriction set forth in said Lease, and to all rights and interest of the COUNTY therein, none of which are or shall be waived by this Consent. 3. In the event of any Applicable Lawsconflict between the provisions of said Xxxxx and the provisions of said documents, Landlord the provisions of said Lease shall consult with Tenant control. 4. Any additions or modifications to develop an approach said financing documents shall first be approved by the COUNTY. TENANT warrants that all documents and agreements pertaining to meeting any such requirements that are acceptable the hypothecation of its leasehold have been fully disclosed to Tenant COUNTY. 5. The proceeds of the loan to TENANT shall be used solely for payment of expenses incident to construction on the Demised Premises of the improvements allowed under Paragraph 11, IMPROVEMENTS, of the Lease and describe in the loan documents. COUNTY OF SAN BERNARDINO NAME OF TENANT By Date: Name: Title: Date: APPROVED AS TO LEGAL FORM XXXX-XXXX XXXXX, County Counsel San Bernardino County, California By Xxxxxx X. Xxxxxxxxx, Deputy County Counsel Date: This Guaranty of Lease (“Guaranty”) dated as of [date] is executed by [guarantor’s name, including capacity, if appropriate] (“Guarantor”) in favor of Landlord, County of San Bernardino (“Landlord”).

Working Drawings. Following the approval of the Space Plans by Landlord, Tenant shall cause the TI Architect to prepare and deliver to Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (a) Prior to Lease execution or within ten (10) “TI Construction Drawings”). The TI Construction Drawings shall be prepared substantially in accordance with the Space Plans. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Not more than 10 business days thereafter, but not later than June 1, 2006, TenantLandlord shall notify Tenant of Landlord’s architect shall prepare Space Plans for approval or disapproval of the Premises TI Construction Drawings and, after approval if disapproved, Landlord shall provide a detailed explanation of the reason(s) for disapproval; provided, however, that Landlord may not disapprove any matter that is consistent with the Space Plans. Representatives of both parties shall promptly make themselves available to discuss and resolve Landlord’s comments or revisions, and such documents shall promptly be revised by Tenant, Tenant to incorporate any agreed upon changes. Tenant shall cause the TI Construction Drawings to be reasonably revised to address such written comments and shall resubmit said Space Plans shall be submitted drawings to Landlord for approval, which approval within 10 business days thereafter. The process shall not be unreasonably withheld, conditioned, or delayedrepeated until the TI Construction Drawings have been finalized and approved in writing by Landlord and Tenant. If Landlord desires modifications to Any disputes in connection with the TI Construction Drawings shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is consistent with the Space Plans, Landlord shall notify approve the TI Construction Drawings submitted by Tenant. Once approved by Landlord, subject to the provisions of Section 4 below, Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in writing within ten connection with the issuance of the TI Permit (10as defined in Section 3(a) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plansbelow). Landlord and Tenant agree to negotiate in good faith with each other to achieve the shall not unreasonably, withhold, condition or delay its approval of the Space PlansTI Construction Drawings. If Landlord fails Within a reasonable period following the finalization of the TI Construction Drawings pursuant to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plansthis Section 2(c), Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same deliver to Landlord a schedule for the performance and completion of the Tenant Improvements by Tenant, which schedule shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that delayed. Tenant may withhold its consent shall use reasonable efforts to any change in the Working Drawings proposed by Landlord if in Tenant’s sole perform and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of complete the Tenant Improvements. If any material change is necessary Improvements pursuant to the agreed upon schedule, subject to Landlord Delays (as defined in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant Section 6(a) below) and Landlord.Force Majeure

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not Not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) 15 business days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space PlansTI Design Drawings by Landlord, Tenant shall cause the TI Architect to prepare and deliver to Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the TI Design Drawings. If Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Landlord shall deliver its written comments on the TI Construction Drawings to Tenant not later than 10 business days after Landlord’s receipt of the same; provided, however, that Landlord shall not disapprove any matter that is consistent with the TI Design Drawings, and provided further that if Landlord fails to notify respond to Tenant within 10 business days after Landlord’s receipt of any objections to the Space Plans within the 10-day periodTI Construction Drawings or revisions, Landlord shall be deemed to have approved said Space Plans. (bthe same. Tenant and the TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Landlord how Tenant proposes to respond to such comments. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) Within five (5) weeks after hereof. Provided that the date Landlord and Tenant agree upon and approve design reflected in the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit TI Construction Drawings is consistent with the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working TI Design Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from approve the TI Construction Drawings submitted by Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both partiesLandlord, subject to the Working provisions of Section 2(d) hereof, Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) hereof). The TI Design Drawings and the TI Construction Drawings shall not be changed without Landlord’s prepared to account for vertical penetrations through to the roof to accommodate fixture air shafts, electrical pathways, plumbing sleeves and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent similar items for service to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use other floors of the PremisesBuilding, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and as directed by Landlord.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect Lessee shall prepare Space Plans be solely responsible for the Premises andtimely preparation and completion of all preliminary and final Working Drawings. Lessee shall retain its own architects and engineers to prepare Working Drawings, after approval provided that Lessor first approves such engineers and architects so selected by Tenant, said Space Plans shall be submitted to Landlord for approvalLessee, which approval shall not be unreasonably withheld, conditioned, withheld or delayed. If Landlord desires modifications On February 23, 2007, Lessee delivered to Lessor the preliminary Working Drawings identified on Schedule 2 attached to these Construction Provisions and made a part hereof, and Lessor has approved those Working Drawings. In addition, Lessee agrees that upon receipt of written notice from Lessor upon the expiration or earlier termination of this Lease, Lessee shall, at its sole cost and expense, remove those portions of Lessee's Work listed on Schedule 3 attached to these Construction Provisions which are identified in Lessor's notice and restore those portions of the Leased Premises as provided on Schedule 3. Lessee acknowledges and agrees that with respect to systems to be installed or modified in the Leased Premises that connect to systems outside of the Leased Premises (e.g., fire alarm), Lessor will not approve the final Working Drawings if they specify systems or components that do not match the existing system or components currently in the Leased Premises. In addition, with respect to the Space Plansexisting tiled areas in the Leased Premises, Landlord Lessee agrees to carpet over the existing tile rather than remove the same. Lessor shall, at its sole cost and expense, repair or replace any broken or loose floor tiles prior to the installation of such carpeting. Lessee shall notify Tenant in writing revise the preliminary Working Drawings to incorporate the corrections and modifications requested by Lessor and shall deliver final Working Drawings to Lessor for approval. Lessor shall review the final Working Drawings and, subject to the provisions of Paragraph 12 below, Lessor shall, within ten (10) business days following its after receipt thereof, and either (a) notify Lessee that Lessor has approved the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review or (b) provide to Lessee a list of corrections and approve such Working Drawings, and shall submit the same modifications which Lessor requires to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications made to the Working Drawings, Landlord Drawings for the reasons set forth in the last sentence of the preceding paragraph. Lessor shall notify Tenant in writing also provide to Lessee within ten (such 10) days -business day period a supplementary list of Landlord’s receipt those elements of said drawings from TenantLessee's Work which Lessee must remove at the expiration or earlier termination of this Lease. If Tenant objects to any modifications requested by Landlord to In the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, event Lessor returns the Working Drawings to Lessee for correction or modification, Lessee shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in diligently correct the Working Drawings proposed and re-submit them to Lessor for approval pursuant to the preceding provisions of this paragraph. No work shall be performed will final Working Drawings have been approved in writing by Landlord if in Tenant’s sole and absolute discretionLessor. The review and/or approval by Lessor or its architect or engineers of any plans, such change sketches or Working Drawings submitted by Lessee relating to Lessee's Improvements shall not (i) would materially adversely affect Tenant’s intended use constitute an opinion or representation by Lessor that the same are in compliance with all applicable Legal Requirements and Insurance Requirements, or as to the feasibility of constructing the Premiseswork shown thereon, or (ii) materially increase the cost of the Tenant Improvements. If impose on Lessor any material change is necessary in the Working Drawings due to requirements of any Applicable Lawsresponsibility for a design defect, Landlord it being agreed that all such responsibility shall consult remain solely with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and LandlordLessee.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not 2.1 No later than June December 1, 20062000, Tenant’s architect Tenant shall prepare cause to be prepared and delivered to Landlord Working Drawings for the Premises. Working Drawings shall mean, collectively, the space plan prepared by Partners by Design (the "Space Plans Plan"), the final plans and specifications for the Premises and(the "Construction Drawings"), including all plans prepared by Partners by Design (the "Architect") and TBD (the "Engineer"), including but not limited to details of partitions, doors, electrical and telephone outlets, ceilings, finishes, sprinklers, heating, ventilating, sound attenuation, air conditioning, plumbing, and electrical systems, finishes, paint, millwork, cabinetry and floor and wall coverings in the Premises. Landlord will review the Working Drawings and respond as soon as reasonably possible but in no event later than eight (8) business days after receipt. Further, within the following five (5) business days, Landlord and Tenant and their respective consultants shall review and discuss the Working Drawings, revise them as appropriate, and reach agreement on the final Working Drawings. Landlord and Tenant, or their authorized representatives, shall sign two sets of the Working Drawings and one signed set shall be delivered to each party. Any material changes or additions to the Working Drawings shall require written approval by Tenant, said Space Plans shall be submitted to Landlord for approvalLandlord, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the constitute approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord municipality or other authority having jurisdiction and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to withheld or delayed. 2.2 Upon completion of the Working Drawings, Landlord Tenant shall notify Tenant in writing within ten (10) days of Landlord’s immediately make application to the appropriate regulatory authorities for the required permits and approvals. 2.3 Upon receipt of said drawings from Tenant. If a copy of the Working Drawings approved and signed by Landlord, and receipt of necessary permits, Landlord will permit Tenant objects to any modifications requested commence construction. 2.4 Neither review nor approval by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned constitute a representation or delayed provided warranty by Landlord that Tenant may withhold its consent to any change in of the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change either (i) would materially adversely affect Tenant’s are complete or suitable for their intended use of the Premisespurpose, or (ii) materially increase the cost comply with applicable laws, ordinances, codes and regulations, it being expressly agreed by Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness, suitability, or compliance. Further, it is understood and agreed that any and all inspections of the Work made by Landlord, its consultant or their respective agents, employees and/or designees shall be solely for Landlord's own information and shall not be deemed to have been made for or on account of Tenant Improvements. If or any material change is necessary other party and Tenant hereby specifically relieves Landlord of any and all liability or responsibility relating in any way whatsoever to the construction of the Work, including but not limited to, the work thereon, the materials or labor supplied in connection therewith, and any errors, inconsistencies or other defects in the Working Drawings due to requirements of any Applicable LawsDrawings, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that except for portions which are acceptable to Tenant and Landlord's Work.

Working Drawings. (a) Prior to Lease execution or within ten Working drawings (10the "Working Drawings") days thereafterfor the Tenant Improvements shall comprise the final architectural, mechanical and electrical plans and specifications approved by Landlord and Tenant, which shall be the basis for performance of all work in the Premises 121 herein contemplated. Except as described below, the Working Drawings shall be at 1/8" = 1' scale and will include architectural and engineering drawings and specifications as well as notes necessary for pricing, permits and construction and calculations of quantities of items. Working Drawings will include but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications limited to the Space Plansfollowing, Landlord shall notify Tenant in writing within ten if applicable: (10i) days following its receipt thereof, partition plan at 1/8" scale; (ii) reflected ceiling and lighting plan; (iii) electrical and telephone outlet plan; (iv) mechanical and plumbing plan; (v) finish and color schedule; (vi) door and hardware schedule including jamb details at 1-1/2" scale for doors and/or jambs if required; and (vii) all other architectural and engineering detail drawings and specifications reasonably necessary to accomplish the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval work including detailed representation and/or elevations of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10all special conditions at 1-day period, Landlord shall be deemed to have approved said Space Plans1/2" scale. (b) Within five (5) weeks Promptly after the date Landlord execution and Tenant agree upon delivery of the Lease, Landlord's architect and approve the Space Plans, Tenant engineer shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to commence preparation of the Working Drawings, Landlord which shall notify be based on the Space Plan. Landlord's contractor, PCW Construction, Inc. ("Landlord's Contractor"), shall deliver the Working Drawings to Tenant for written approval promptly after any pricing relating to Excess Improvements in writing within ten the Space Plan have been determined. Within seventy-two (1072) days of Landlord’s hours after Tenant's receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, Tenant shall notify Landlord in writing whether (i) Tenant desires any changes in the parties shall promptly confer to resolve all issues related theretoWorking Drawings and (ii) Tenant's approval or conditional approval of the Working Drawings. If Tenant has requested pricing for Excess Improvements, Tenant shall also notify Landlord fails in writing that the pricing therefor is acceptable and that Tenant acknowledges its obligation to notify pay for the Excess Improvements as a Tenant of any modifications within Cost and Tenant will deposit the ten (10) day period, Landlord shall be deemed to have approved said Working Drawingscost therefor with Landlord. (c) Once approved by both parties, If Tenant fails to approve or disapprove the Working Drawings or the cost of the Excess Improvements, if any, within seventy-two (72) hours, then (i) Landlord's deadline for Substantial Completion (as hereinafter defined) pursuant to the Schedule of Responsibilities attached hereto as Exhibit B-2 and made a part hereof by this reference shall not be changed without Landlord’s extended by the number of days or hours from the time specified in the Schedule of Responsibilities for Tenant's approval of the Working Drawings and/or the Tenant Costs until the pricing is finally acceptable to Tenant, and Tenant’s prior written consent, which consent such number of days or hours shall not be unreasonably withheld, conditioned or delayed provided a Tenant Delay (as hereinafter defined) and (ii) any redesign costs that may be incurred as a result of changes requested by Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use outside of the Premisesscope of the Space Plan shall be a Tenant Cost. Upon Tenant's approval of the Working Drawings and, or (ii) materially increase the cost if there are any Tenant Costs, upon Tenant's payment of any deposits with Landlord, Landlord's Contractor shall commence construction of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Based on the Space Plan, Landlord shall cause the Architect and the Building Consultants to complete the architectural and engineering drawings for the Tenant Improvements. Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (a) Prior collectively, the “Working Drawings”), and Landlord shall deliver the same to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant for Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall will not be unreasonably withheld, conditioned or delayed provided and which will be granted or withheld within five (5) Business Days following Landlord’s delivery of same to Tenant. Tenant’s disapproval will be limited to Tenant’s good faith determination that Tenant may withhold its consent to any change in the Working Drawings do not represent a logical extension of the approved Space Plan. If Tenant fails to timely respond, Tenant will be deemed to have approved the Working Drawings. If Tenant timely disapproves the proposed Working Drawings, Tenant will specify the basis for such disapproval in reasonable detail and, assuming Landlord does not reject Tenant’s proposed change(s), Landlord will revise the Working Drawings and submit the same to Tenant. The scope of Tenant’s review of any such revised Working Drawings will be limited to Landlord’s correction of the items specified by Landlord if Tenant in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect notice of disapproval. Tenant will notify Landlord of Tenant’s intended use approval or disapproval of such revised Working Drawings within three (3) Business Days following receipt of same, and this process will continue (with Tenant responding within three (3) Business Days in each case) until Tenant has approved the PremisesWorking Drawings; provided, or however, that if Tenant disapproves the proposed Working Drawings, including any revised version thereof, for any reason other than (iix) materially increase the cost of the Tenant Improvements. If any material change is necessary in that the Working Drawings due are not a logical extension of the Space Plan or (y) that revisions to requirements of the Working Drawings failed to correct a legitimate error previously noted by Tenant, any Applicable Laws, Landlord shall consult with delay in construction resulting therefrom will be Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and LandlordDelay.

Working Drawings. (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect 's Architect shall prepare Space Plans working drawings only for the Tenant Improvements in the Office Premises andand the Testing Premises (the "Working Drawings") based upon the Preliminary Plans; provided that the Working Drawings shall include, after approval by Tenanteither in narrative or other form, said Space Plans information to provide the Contractor with adequate detail, all Tenant specific MEP requirements for the Warehouse Premises (other than HVAC requirements), such as the scope and/or specific location of electrical and plumbing improvements (i.e., location of outlets, number of 220v outlets); however, the Working Drawings shall not include complete engineering drawings for the Warehouse Premises. The Working Drawings shall include architectural and MEP drawings and construction drawings for the Tenant Improvements in the Office Premises and Testing Premises based on the Preliminary Plans. Notwithstanding the Preliminary Plans, in all cases the Working Drawings (i) shall be submitted subject to Landlord for Landlord's final approval, which approval shall not be unreasonably withheld, conditioned(ii) shall not be in conflict with building codes for the City or County or with insurance requirements for a comparable industrial building, or delayedand (iii) shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits and licenses required for construction. If The costs associated with preparation of the Working Drawings shall be borne by Tenant; provided that Landlord desires modifications shall provide Tenant with an allowance up to $23,490.00 (the Space "Working Drawings Allowance") to be used solely for the cost of the preparation of the Working Drawings and the Preliminary Plans. Within thirty (30) days after receipt of invoices for such costs, Landlord shall notify disburse the Working Drawings Allowance to Tenant in writing within ten (10) days following its receipt thereof, and or Tenant's Architect up to the parties shall promptly confer to reach agreement on actual cost of the Space Planspreparation of such plans as evidenced by such invoices. Landlord and Tenant acknowledge and agree to negotiate in good faith with each other to achieve that the approval of HVAC system for the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period, Landlord shall Warehouse Premises will be deemed to have approved said Space Plans. (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change designed in the Working Drawings proposed field by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and LandlordHVAC subcontractor.

Working Drawings. (a) Prior to Lease execution On or within ten (10) days thereafterbefore the applicable date set forth in the Construction Schedule, but not later than June 1, 2006, Tenant’s architect the Architect and the Engineers shall prepare Space Plans complete the architectural and engineering drawings for the Premises andPremises, after and the final construction documents in a form which is complete to allow contractors and subcontractors to bid on the work, to obtain all applicable permits, and to subsequently construct the work (collectively, the "WORKING DRAWINGS"). Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Working Drawings any space which Tenant elects not to initially build-out. Landlord shall notify Tenant of its approval by Tenant, said Space Plans shall be submitted to Landlord for approval, (which approval shall not be unreasonably withheld, conditioned, ) or delayed. If Landlord desires modifications to disapproval (with reasons for such disapproval specified) of the Space Plans, Landlord shall notify Tenant in writing Working Drawings within ten (10) business days following its after receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. ; any failure by Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans its approval or disapproval within the such ten (10-) business day period, Landlord period shall be deemed to be Landlord's disapproval thereof. However, Landlord may not disapprove any details of the Working Drawings which have already been approved said by Landlord in the Final Space Plans. (b) Within five (5) weeks after Plan. If Landlord disapproves the date Working Drawings, Landlord and Tenant shall, within two (2) business days thereafter, meet in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon and approve the Space Plans, Tenant shall cause its architect revisions to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications made to the Working Drawings, Landlord shall notify Tenant in writing then within ten (10) business days of after such meeting, Tenant shall cause the Working Drawings to be revised in accordance with the parties' conceptual agreement and shall resubmit the Working Drawings for Landlord’s receipt of said drawings from Tenant's approval. This process shall continue until the Working Drawings are approved by Landlord. If Landlord and Tenant objects are, despite such meeting, unable to any modifications requested resolve the items disapproved by Landlord to in the Working Drawings, the parties shall promptly confer mutually select an architect from Carrier Xxxxxxx to resolve all issues related theretosuch disagreement (or if Carrier Xxxxxxx is unwilling to make a determination to resolve such dispute or either party objects to Carrier Xxxxxxx playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). If Landlord fails to notify Tenant of any modifications Any such resolution by such architect (whether from Carrier Xxxxxxx or EXHIBIT B -7- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] some other firm) shall be made within the ten (10) day period, business days after the meeting between Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. (a) Prior to Lease execution or within ten Working drawings (10the "Working Drawings") days thereafterfor the Tenant Improvements shall comprise the final architectural, mechanical and electrical plans and specifications approved by Landlord and Tenant, which shall be the basis for performance of all work in the Premises herein contemplated. Except as described below, the Working Drawings shall be at 1/8" = 1' scale and will include architectural and engineering drawings and specifications as well as notes necessary for pricing, permits and construction and calculations of quantities of items. Working Drawings will include but not later than June 1, 2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications limited to the Space Plansfollowing, Landlord shall notify Tenant in writing within ten if applicable: (10i) days following its receipt thereof, partition plan at 1/8" scale; (ii) reflected ceiling and lighting plan; (iii) electrical and telephone outlet plan; (iv) mechanical and plumbing plan; (v) finish and color schedule; (vi) door and hardware schedule including jamb details at 1-1/2" scale for doors and/or jambs if required; and (vii) all other architectural and engineering detail drawings and specifications reasonably necessary to accomplish the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval work including detailed representation and/or elevations of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10all special conditions at 1-day period, Landlord shall be deemed to have approved said Space Plans1/2" scale. (b) Within five (5) weeks Promptly after the date Landlord execution and Tenant agree upon delivery of the Lease, Landlord's architect and approve the Space Plans, Tenant engineer shall cause its architect to prepare final Working Drawings, shall review and approve such Working Drawings, and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to commence preparation of the Working Drawings, Landlord which shall notify be based on the Space Plan. Landlord's contractor, PCW Construction, Inc. ("Landlord's Contractor"), shall deliver the Working Drawings to Tenant for written approval promptly after any pricing relating to Excess Improvements in writing within ten the Space Plan have been determined. Within seventy-two (1072) days of Landlord’s hours after Tenant's receipt of said drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working Drawings, Tenant shall notify Landlord in writing whether (i) Tenant desires any changes in the parties shall promptly confer to resolve all issues related theretoWorking Drawings and (ii) Tenant's approval or conditional approval of the Working Drawings. If Tenant has requested pricing for Excess Improvements, Tenant shall also notify Landlord fails in writing that the pricing therefor is acceptable and that Tenant acknowledges its obligation to notify pay for the Excess Improvements as a Tenant of any modifications within Cost and Tenant will deposit the ten (10) day period, Landlord shall be deemed to have approved said Working Drawingscost therefor with Landlord. (c) Once approved by both parties, If Tenant fails to approve or disapprove the Working Drawings or the cost of the Excess Improvements, if any, within seventy-two (72) hours, then (i) Landlord's deadline for Substantial Completion (as hereinafter defined) pursuant to the Schedule of Responsibilities attached hereto as Exhibit B-2 and made a part hereof by this reference shall not be changed without Landlord’s extended by the number of days or hours from the time specified in the Schedule of Responsibilities for Tenant's approval of the Working Drawings and/or the Tenant Costs until the pricing is finally acceptable to Tenant, and Tenant’s prior written consent, which consent such number of days or hours shall not be unreasonably withheld, conditioned or delayed provided a Tenant Delay (as hereinafter defined) and (ii) any redesign costs that may be incurred as a result of changes requested by Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use outside of the Premisesscope of the Space Plan shall be a Tenant Cost. Upon Tenant's approval of the Working Drawings and, or (ii) materially increase the cost if there are any Tenant Costs, upon Tenant's payment of any deposits with Landlord, Landlord's Contractor shall commence construction of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.

Working Drawings. Within fifteen (a15) Prior to business days after the execution of this Lease execution or within ten (10) days thereafter, but not later than June 1, 2006, Tenant’s architect Tenant shall prepare Space Plans for the Premises and, after approval by Tenant, said Space Plans shall be submitted provide to Landlord for approvalits approval final working drawings, which prepared by an architect that has been approved by Landlord, of all leasehold improvements that Tenant proposes to install in the portion of the Premises that are situated in the Building ("Leasehold Improvements"); such working drawings shall include the partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings or any modifications to the mechanical and plumbing systems of the Building, and detailed plans and specifications for the construction of the Leasehold Improvements called for under this Exhibit "C" in accordance with all applicable governmental laws, codes, rules and regulations (including but not limited to the law commonly known as the "Americans With Disabilities Act", as may be amended from time to time, and related regulations). Landlord's approval of such Working Drawings shall not be unreasonably withheld, conditionedprovided that (a) they comply with all applicable governmental laws, or delayed. If Landlord desires modifications to the Space Planscodes, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereofrules, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day periodregulations, Landlord shall be deemed to have approved said Space Plans. (b) Within five such working drawings are sufficiently detailed to allow construction of the Leasehold Improvements in a good and workmanlike manner, (5c) weeks after the date Landlord improvements depicted thereon conform to the "Alliance Development Guidelines", and Tenant agree upon (d) the improvements contemplated thereby would not impair the structural integrity of the Building, nor include more than 2,000 square feet of additional mezzanine space on the east side of the Building, nor include more than 4,000 square feet of additional mezzanine space on the west side of the Building (it being understood and approve agreed that the Space PlansLeasehold Improvements permitted to be installed or constructed pursuant to this Exhibit "C" shall not in any event impair the structural integrity of the Building nor include more than 2,000 square feet of additional mezzanine space on the east side of the Building, Tenant shall cause its architect to prepare final nor include more than 4,000 square feet of additional mezzanine space on the west side of the Building). As used herein, "Working Drawings" shall mean the final working drawings approved by Landxxxx, shall review and approve such Working Drawingsxx amended from time to time by any approved changes thereto, and "Work" shall submit mean the same work required to Landlord for approval, which approval shall not construct and install all Leasehold Improvements to be unreasonably withheld. If Landlord requests modifications to constructed in accordance with and as indicated on the Working Drawings, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested Approval by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without a representation or warranty of Landlord’s , and Tenant’s prior written consentshall create no responsibility or liability on the part of Landlord, which with respect to their adequacy for any use, purpose or condition, their completeness, design sufficiency, or compliance with any laws, rules or regulations of governmental agencies or authorities (except compliance with the matters set forth in subparagraph (c) above), but shall merely be the consent shall not be unreasonably withheldof Landlord to the performance of the Work. Tenant shall, conditioned or delayed provided that Tenant may withhold its consent to any change in at Landxxxx'x xequest, sign the Working Drawings proposed by Landlord if to evidence its review and approval thereof. All changes in Tenant’s sole the Work must receive the prior written approval of Landlord, and absolute discretionin the event of any such approved change Tenant shall, such change (i) would materially adversely affect Tenant’s intended use upon completion of the PremisesWork, or furnish Landlord with an accurate, reproducible "as-built" plan (iie.g., sepia) materially increase the cost of the Tenant ImprovementsLeasehold Improvements as constructed, which plan shall be incorporated into this Lease by this reference for all purposes. If All approvals shall be given or denied within 5 business days after receipt of written request therefor and any material change is necessary in disapproval shall be accompanied by specific written comments explaining the Working Drawings due reasons for the disapproval and suggesting appropriate changes. Notwithstanding anything to requirements the contrary contained herein, the issue of whether any Applicable Lawsimprovements under this Exhibit "C" (or any alterations, Landlord additions, trade fixtures or improvements under Paragraph 7 of the Lease) impair the structural integrity of the Building shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlordbe decided by the Architect.

Working Drawings. Landlord and Tenant have approved the floor plans depicting the Premsies as shown on Exhibit A as prepared by Sxxxx Xxxxxxxxxx Architects (adated September 23, 2004) Prior for the tenant improvements to Lease execution or within ten be constructed in the Premises. Landlord shall cause Final Working Drawings and Specifications (10“Final Working Drawings and Specifications”) days thereafterto be prepared and delivered to Tenant. The Final Working Drawings and Specifications will show, but not later than June 1among other things, 2006(i) the demising plan, finish schedule of Landlord’s building standard items (e.g., carpeting and other floor coverings, doors, hardware, lighting and ceiling), and Tenant’s architect shall prepare Space Plans for design work desired by Tenant therefor, and (ii) any internal or external communications or special utility facilities which will require conduits or other improvements within common areas. The work shown on the Premises andFinal Working Drawings and Specifications is hereafter referred to as the “Landlord’s Work”). Tenant shall, after approval by Tenant, said Space Plans shall be submitted to Landlord for approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant in writing within ten three (103) business days following its receipt thereof, and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant agree to negotiate in good faith with each other to achieve the approval of the Space PlansFinal Working Drawings and Specifications, either approve such Final Working Drawings and Specifications or provide Landlord with the reasons that Tenant is withholding such consent. Tenant’s approval or consent shall be limited to verification that the Final Working Drawings and Specifications accurately detail and are not substantially different from the floor plans as shown on Exhibit A. If Landlord fails to notify Tenant of any objections to does not approve the Space Plans within the 10-day periodFinal Working Drawings and Specifications, Landlord shall cause them to be deemed revised, and then resubmit them Tenant for review within three (3) business days of Tenant’s notice to Landlord of said non-approval. No work shall be undertaken by Lxxxxxxx until the Final Working Drawings and Specifications have been finally approved said Space Plans. by Tenant. Landlord’s contractor(“Contractor”), Landlord’s architect and/or Landlord’s engineer (bsometimes referred collectively as “Consultants”) Within five (5) weeks after shall furnish all services necessary for securing such approvals as, by reason of the date Landlord and Tenant agree upon and approve nature of the Space Plans, Tenant shall cause its architect to prepare final Working DrawingsLandlord’s Work, shall review be required from any governmental authority having jurisdiction or compliance deemed necessary by Landlord including without limitation, compliance with regulations governing ACM (asbestos containing material), hazardous wastes or materials, OSHA, CAL-OSHA, life-safety, sprinklers and approve such the like. Unless otherwise specified in the Final Working Drawings, Drawings and shall submit the same to Landlord for approval, which approval shall not be unreasonably withheld. If Landlord requests modifications to the Working DrawingsSpecifications, Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said drawings from Tenant. If Tenant objects to any modifications requested use building standard materials as determined by Landlord to the Working Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be deemed to have approved said Working Drawings. (c) Once approved by both parties, the Working Drawings shall not be changed without Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant may withhold its consent to any change in the Working Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach to meeting any such requirements that are acceptable to Tenant and Landlord.