Common use of Approved Working Drawings Clause in Contracts

Approved Working Drawings. Promptly following the full execution and delivery of the Lease, Landlord and Tenant shall cooperate in good faith and in accordance with the Project Schedule to supply the Base Building Architect such information requested by the Base Building Architect which is reasonably necessary to allow the Base Building Architect to complete the Base Building Drawings, as a logical extension of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work of construction of the Base, Shell and Core, and to obtain all applicable permits for the construction of the Base Shell and Core, including structural, and core mechanical, electrical and plumbing requirements, as well as exterior landscaping and other site improvements required for the Base Building Permits (as defined in Section 1.2.3 below). Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to work in good faith with Tenant to prepare and deliver the proposed Base Building Drawings to Landlord and Tenant for review and approval in accordance with the Project Schedule. If Tenant disapproves the proposed Base Building Drawings, Tenant's notice of disapproval shall specify the reasons for such disapproval and those revisions required to obtain Tenant's approval of the Final Base Building Drawings (as hereinafter defined) for their submission to the Bidding BB Contractors in accordance with Section 3.1 below. After receiving such notice of disapproval, Landlord shall cause the Base Building Architect to revise the Base Building Drawings in accordance with the Tenant's requested changes; provided, however, that Landlord shall not be required to cause the Base Building Architect to make any revision to the Base Building Drawings that creates a Base Building Design Problem (as defined in Section 1.2.3 below). Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Tenant for approval. Such revision and resubmission process shall occur within ten (10) business days after Landlord's receipt of Tenant's written notice of disapproval (if such revision is not material; otherwise the revised Base Building Drawings will be resubmitted to Tenant within such longer period of time as may be reasonably necessary, but not more than fifteen (15) business days after Landlord's receipt of such disapproval notice). Such procedure shall be repeated as necessary until Tenant and Landlord have both approved the Base Building Drawings for submission to the Bidding BB Contractors (the "Final Base Building Drawings"), provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions shall not be withheld except in the case of a Base Building Design Problem. Landlord shall immediately submit the Final Base Building Drawings to the Bidding BB Contractors in accordance with Section 3.1 below, in order for Tenant to select the Base Building Contractor to be retained by Landlord. Following Tenant's selection of the Base Building Contractor (or as part of such selection process), Tenant shall have the right to value-engineer the design of the Base, Shell and Core in Tenant's reasonable discretion as part of the process of negotiating the cost of construction of the Landlord's Base Building Work in accordance with the Project Schedule, and Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to reasonably participate in such value engineering process (with the applicable Design Fees payable in accordance with the Approved BB Design Fees) in compliance with the Project Schedule. Landlord acknowledges that Tenant's value engineering efforts may result in additional revisions to the Final Base Building Drawings, which may be requested by Tenant in accordance with the Project Schedule, and as long as such revisions do not cause a Base Building Design Problem, the Final Base Building Drawings shall be modified by the Base Building Architect to incorporate such requested changes, in accordance with process set forth in this Section 1.2.2 above, until the Final Base Building Drawings are in a form which is complete for incorporation into the BB Construction Contract as the basis of the contract sum payable to the Base Building Contractor in accordance with Section 3.1.4 below, and to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings approved by Landlord and Tenant for incorporation by reference into the BB Construction Contract in accordance with this Section 1.2.2 (as the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits) shall be known as the "Approved Base Building Drawings." Except as provided in Section 1.2.4 and Section 1.4 below, respectively, neither Landlord nor Tenant shall make any changes or modifications to the Approved Base Building Drawings, without the prior written consent of the other party to this Lease, which consent shall not be unreasonably withheld, conditioned or delayed.

Approved Working Drawings. Promptly following The Final Working Drawings shall be approved by Landlord (the full execution and delivery of “Approved Working Drawings”) prior to the Lease, Landlord and Tenant shall cooperate in good faith and in accordance with the Project Schedule to supply the Base Building Architect such information requested by the Base Building Architect which is reasonably necessary to allow the Base Building Architect to complete the Base Building Drawings, as a logical extension of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work commencement of construction of the Base, Shell and Core, and to obtain all applicable permits for the construction of the Base Shell and Core, including structural, and core mechanical, electrical and plumbing requirements, as well as exterior landscaping and other site improvements required for the Base Building Permits (as defined in Section 1.2.3 below)Premises by Tenant. After approval by Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to work in good faith with Tenant to prepare and deliver the proposed Base Building Drawings to Landlord and Tenant for review and approval in accordance with the Project Schedule. If Tenant disapproves the proposed Base Building Drawings, Tenant's notice of disapproval shall specify the reasons for such disapproval and those revisions required to obtain Tenant's approval of the Final Base Building Drawings (as hereinafter defined) for their submission Working Drawings, Tenant may submit the same to the Bidding BB Contractors in accordance appropriate municipal authorities for all applicable building permits (the “Permits”). Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Premises with Section 3.1 below. After receiving such notice of disapprovalrespect to the Tenant Improvements, Landlord and that obtaining the same shall cause the Base Building Architect to revise the Base Building Drawings in accordance with the be Tenant's requested changes’s responsibility; provided, however, that Landlord shall not be required cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to cause enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Base Building Architect to make any revision to the Base Building Approved Working Drawings that creates a Base Building Design Problem (as defined in Section 1.2.3 below). Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Tenant for approval. Such revision and resubmission process shall occur within ten (10) business days after Landlord's receipt of Tenant's written notice of disapproval (if such revision is not material; otherwise the revised Base Building Drawings will be resubmitted to Tenant within such longer period of time as may be reasonably necessary, but not more than fifteen (15) business days after Landlord's receipt of such disapproval notice). Such procedure shall be repeated as necessary until Tenant and Landlord have both approved the Base Building Drawings for submission to the Bidding BB Contractors (the "Final Base Building Drawings"), provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions shall not be withheld except in the case of a Base Building Design Problem. Landlord shall immediately submit the Final Base Building Drawings to the Bidding BB Contractors in accordance with Section 3.1 below, in order for Tenant to select the Base Building Contractor to be retained by Landlord. Following Tenant's selection of the Base Building Contractor (or as part of such selection process), Tenant shall have the right to value-engineer the design of the Base, Shell and Core in Tenant's reasonable discretion as part of the process of negotiating the cost of construction of the Landlord's Base Building Work in accordance with the Project Schedule, and Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to reasonably participate in such value engineering process (with the applicable Design Fees payable in accordance with the Approved BB Design Fees) in compliance with the Project Schedule. Landlord acknowledges that Tenant's value engineering efforts may result in additional revisions to the Final Base Building Drawings, which may be requested by Tenant in accordance with the Project Schedule, and as long as such revisions do not cause a Base Building Design Problem, the Final Base Building Drawings shall be modified by the Base Building Architect to incorporate such requested changes, in accordance with process set forth in this Section 1.2.2 above, until the Final Base Building Drawings are in a form which is complete for incorporation into the BB Construction Contract as the basis of the contract sum payable to the Base Building Contractor in accordance with Section 3.1.4 below, and to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings approved by Landlord and Tenant for incorporation by reference into the BB Construction Contract in accordance with this Section 1.2.2 (as the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits) shall be known as the "Approved Base Building Drawings." Except as provided in Section 1.2.4 and Section 1.4 below, respectively, neither Landlord nor Tenant shall make any changes or modifications to the Approved Base Building Drawings, made without the prior written consent of the other party to this LeaseLandlord, which consent shall may not be unreasonably withheld, conditioned or delayed. In the event that Landlord fails to respond to a written request (an “Approval Request”) from Tenant for approval of any change to the Approved Working Drawings which requires Landlord’s prior written consent within three (3) business days after Landlord’s receipt of such Approval Request, such failure to respond shall be deemed Landlord’s approval of the proposed change set forth in the Approval Request. In addition, in the event that Landlord disapproves of a proposed change in an Approval Request, Landlord shall provide Tenant with a written explanation of such disapproval and the parties shall thereafter meet and confer and negotiate in good faith to reach an agreement with respect to such proposed change. Notwithstanding the foregoing, Tenant may make changes to the Approved Working Drawings without Landlord’s prior written consent (but with prompt written notice to Landlord setting forth the type, scope and cost of such change) in the event such changes (i) are required by the City of Santa Xxxxx or other applicable governmental body having jurisdiction over the Premises, Building or Project and are substantially consistent with the design intent of the Approved Working Drawings, or (ii) consist of minor field changes that (A) are consistent with the intent or required for the proper execution of the Approved Working Drawings, and (B) will not materially and adversely affect the design, use or operation of the Premises or the Tenant Improvements.

Approved Working Drawings. Promptly following the full execution and delivery of the Lease, Landlord and Tenant shall cooperate in good faith and in accordance with the Project Schedule to supply the Base Building Architect such information requested by the Base Building Architect which is reasonably necessary to allow the Base Building Architect to complete the Base Building The Final Working Drawings, as a logical extension shall be approved by Landlord (the "Approved Working Drawings") prior to the commencement of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work of construction of the Base, Shell and Core, and to obtain all applicable permits for the construction of the Base Shell and CoreTenant Improvements by Tenant After approval by Landlord of the Final Working Drawings, including structural, and core mechanical, electrical and plumbing requirementsTenant shall immediately submit the Approved Working Drawings to the appropriate municipal authorities for all applicable building permits necessary to allow "Contractor, as well as exterior landscaping and other site improvements required for the Base Building Permits (as that term is defined in Section 1.2.3 4.1.1, below), to commence and fully complete the construction of the Tenant Improvements. Tenant hereby agrees that neither Landlord nor Landlord's consultant shall use commercially reasonable efforts to cause be responsible for obtaining any building permit or certificate of occupancy for the Base Building Architect Premises and Base Building Engineers to work in good faith with Tenant to prepare and deliver that obtaining the proposed Base Building Drawings to Landlord and Tenant for review and approval in accordance with the Project Schedule. If Tenant disapproves the proposed Base Building Drawings, same shall be Tenant's notice of disapproval shall specify the reasons for such disapproval and those revisions required to obtain Tenant's approval of the Final Base Building Drawings (as hereinafter defined) for their submission to the Bidding BB Contractors in accordance with Section 3.1 below. After receiving such notice of disapproval, Landlord shall cause the Base Building Architect to revise the Base Building Drawings in accordance with the Tenant's requested changesresponsibility; provided, however, that Landlord shall not be required cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to cause enable Tenant to obtain any such permit or certificate of occupancy. In the Base Building Architect event Tenant desires to change the Approved Working Drawings Tenant shall deliver notice (the "Drawing Change Notice") of the same to Landlord, setting forth in detail the changes (the "Tenant Change") Tenant desires to make any revision to the Base Building Drawings that creates a Base Building Design Problem Approved Working Drawings. Landlord shall, within five (as defined in Section 1.2.3 below). Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Tenant for approval. Such revision and resubmission process shall occur within ten (105) business days after Landlord's of receipt of Tenant's written notice of disapproval a Drawing Change Notice related to a Tenant Change affecting the Building Structure or the Building Systems, and within three (if such revision is not material; otherwise the revised Base Building Drawings will be resubmitted to Tenant within such longer period of time as may be reasonably necessary, but not more than fifteen (153) business days after of receipt of the Drawing Change Notice related to a Tenant Change which does not affect the Building Structure or Building Systems, either (i) approve the Tenant Change, or (ii) disapprove the Tenant Change and deliver a notice to Tenant specifying in detail the reasons for Landlord's receipt disapproval; provided, however, that Landlord may only disapprove of such disapproval notice). Such procedure shall be repeated as necessary until the Tenant and Landlord have both approved Change if the Base Building Drawings for submission to the Bidding BB Contractors (the "Final Base Building Drawings"), provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions shall not be withheld except in the case of Tenant Change contains a Base Building Design Problem. Landlord Any additional costs which arise in connection with such Tenant Change shall immediately submit the Final Base Building Drawings be paid by Tenant; provided, however, that to the Bidding BB Contractors in accordance with Section 3.1 belowextent the Tenant Improvement Allowance has not been depleted, in order for Tenant to select the Base Building Contractor to such payment shall be retained by Landlord. Following Tenant's selection made out of the Base Building Contractor (or as part of such selection process), Tenant shall have the right to value-engineer the design of the Base, Shell and Core in Tenant's reasonable discretion as part of the process of negotiating the cost of construction of the Improvement Allowance. Landlord's Base Building Work in accordance with failure to respond within the Project Schedule, and Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to reasonably participate in such value engineering process (with the applicable Design Fees payable in accordance with the Approved BB Design Fees) in compliance with the Project Schedule. Landlord acknowledges that Tenant's value engineering efforts may result in additional revisions to the Final Base Building Drawings, which may be requested by Tenant in accordance with the Project Schedule, and as long as such revisions do not cause a Base Building Design Problem, the Final Base Building Drawings time periods set forth herein shall be modified by the Base Building Architect to incorporate such requested changes, in accordance with process set forth in this Section 1.2.2 above, until the Final Base Building Drawings are in a form which is complete for incorporation into the BB Construction Contract as the basis of the contract sum payable to the Base Building Contractor in accordance with Section 3.1.4 below, and to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings approved by Landlord and Tenant for incorporation by reference into the BB Construction Contract in accordance with this Section 1.2.2 (as the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits) shall be known as the "Approved Base Building Drawingsdeemed Landlord's approval." Except as provided in Section 1.2.4 and Section 1.4 below, respectively, neither Landlord nor Tenant shall make any changes or modifications to the Approved Base Building Drawings, without the prior written consent of the other party to this Lease, which consent shall not be unreasonably withheld, conditioned or delayed.

Approved Working Drawings. Promptly following The Final Working Drawings shall be approved by Landlord (the full execution and delivery of “Approved Working Drawings”) prior to the Lease, Landlord and Tenant shall cooperate in good faith and in accordance with the Project Schedule to supply the Base Building Architect such information requested by the Base Building Architect which is reasonably necessary to allow the Base Building Architect to complete the Base Building Drawings, as a logical extension of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work commencement of construction of the Base, Shell and Core, and to obtain all applicable permits for the construction of the Base Shell and Core, including structural, and core mechanical, electrical and plumbing requirements, as well as exterior landscaping and other site improvements required for the Base Building Permits (as defined in Section 1.2.3 below)Premises by Tenant. After approval by Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to work in good faith with Tenant to prepare and deliver the proposed Base Building Drawings to Landlord and Tenant for review and approval in accordance with the Project Schedule. If Tenant disapproves the proposed Base Building Drawings, Tenant's notice of disapproval shall specify the reasons for such disapproval and those revisions required to obtain Tenant's approval of the Final Base Building Drawings (as hereinafter defined) for their submission Working Drawings, Tenant may submit the same to the Bidding BB Contractors in accordance appropriate municipal authorities for all applicable building permits (the “Permits”). Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Premises with Section 3.1 below. After receiving such notice of disapprovalrespect to the Tenant Improvements, Landlord and that obtaining the same shall cause the Base Building Architect to revise the Base Building Drawings in accordance with the be Tenant's requested changes’s responsibility; provided, however, that Landlord shall not be required cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to cause enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Base Building Architect to make any revision to the Base Building Approved Working Drawings that creates a Base Building Design Problem (as defined in Section 1.2.3 below). Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Tenant for approval. Such revision and resubmission process shall occur within ten (10) business days after Landlord's receipt of Tenant's written notice of disapproval (if such revision is not material; otherwise the revised Base Building Drawings will be resubmitted to Tenant within such longer period of time as may be reasonably necessary, but not more than fifteen (15) business days after Landlord's receipt of such disapproval notice). Such procedure shall be repeated as necessary until Tenant and Landlord have both approved the Base Building Drawings for submission to the Bidding BB Contractors (the "Final Base Building Drawings"), provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions shall not be withheld except in the case of a Base Building Design Problem. Landlord shall immediately submit the Final Base Building Drawings to the Bidding BB Contractors in accordance with Section 3.1 below, in order for Tenant to select the Base Building Contractor to be retained by Landlord. Following Tenant's selection of the Base Building Contractor (or as part of such selection process), Tenant shall have the right to value-engineer the design of the Base, Shell and Core in Tenant's reasonable discretion as part of the process of negotiating the cost of construction of the Landlord's Base Building Work in accordance with the Project Schedule, and Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to reasonably participate in such value engineering process (with the applicable Design Fees payable in accordance with the Approved BB Design Fees) in compliance with the Project Schedule. Landlord acknowledges that Tenant's value engineering efforts may result in additional revisions to the Final Base Building Drawings, which may be requested by Tenant in accordance with the Project Schedule, and as long as such revisions do not cause a Base Building Design Problem, the Final Base Building Drawings shall be modified by the Base Building Architect to incorporate such requested changes, in accordance with process set forth in this Section 1.2.2 above, until the Final Base Building Drawings are in a form which is complete for incorporation into the BB Construction Contract as the basis of the contract sum payable to the Base Building Contractor in accordance with Section 3.1.4 below, and to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings approved by Landlord and Tenant for incorporation by reference into the BB Construction Contract in accordance with this Section 1.2.2 (as the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits) shall be known as the "Approved Base Building Drawings." Except as provided in Section 1.2.4 and Section 1.4 below, respectively, neither Landlord nor Tenant shall make any changes or modifications to the Approved Base Building Drawings, made without the prior written consent of the other party to this LeaseLandlord, which consent shall may not be unreasonably withheld, conditioned or delayed.. In the event that Landlord fails to respond to a written request (an “Approval Request”) from Tenant for approval of any change to the Approved Working Drawings which requires Landlord’s prior written consent within three (3) business days after Landlord’s receipt of such Approval Request, such failure to respond shall be deemed Landlord’s approval of the proposed change set forth in the Approval Request. In addition, in the event that Landlord disapproves of a proposed change in an Approval Request, Landlord shall provide Tenant with a written explanation of such disapproval and the parties shall thereafter meet and confer and negotiate in good faith to reach an agreement with respect to such proposed change. Notwithstanding the foregoing, Tenant may make changes to the Approved Working Drawings without Landlord’s prior written consent (but with prompt written notice to Landlord setting forth the type, scope and cost of such change) in the event such changes (i) are required by the City of Santa Xxxxx or other applicable governmental body having jurisdiction over the Premises, Building or Project and are substantially consistent with the design intent of the Approved Working Drawings, or (ii) consist of minor field changes that (A) are consistent with the intent or required for the proper execution of the Approved Working Drawings, and (B) will not materially and adversely affect the design, use or operation of the Premises or the Tenant Improvements. EXHIBIT B SECTION 4

Approved Working Drawings. Promptly following Landlord shall approve (or disapprove) the full execution and delivery of the Lease, Landlord and Tenant shall cooperate in good faith and in accordance with the Project Schedule to supply the Base Building Architect such information requested Construction Drawings prepared by the Base Building Architect which within ten (10) business days after Landlord receives the same (or such longer period of time as is reasonably necessary to allow obtain the Base Building Architect to complete the Base Building Drawings, as a logical extension written approval of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work of construction of the Base, Shell and Core, and to obtain all any applicable permits for the construction of the Base Shell and Core, including structural, and core mechanical, electrical and plumbing requirements, as well as exterior landscaping and other site improvements required for the Base Building Permits design review committee[s] and/or owners association[s]) (as defined in Section 1.2.3 belowmay be approved, the "Approved Working Drawings"). Landlord shall use commercially reasonable efforts not unreasonably withhold its consent to cause the Base Construction Drawings, except to the extent that anything depicted or described in the Construction Drawings could reasonably be expected to adversely impact the structure and/or structural elements of the Building, or any Building Architect systems, in which event Landlord's consent shall be in its sole and Base Building Engineers to work absolute discretion, or the exterior appearance of the Project, Building, and/or Premises, in which event Landlord's consent shall be in its sole and good faith with discretion). If Landlord fails to notify Tenant in writing of its approval or disapproval of the Construction Drawings within ten (10) business days after Landlord receives the same, then Tenant may deliver a written notice to prepare Landlord stating in the subject line in ALL CAPS that "YOUR ATTENTION IS REQUIRED, IF LANDLORD FAILS TO RESPOND TO THE MATTERS DESCRIBED HEREIN WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE DATE OF THIS NOTICE, LANDLORD WILL BE DEEMED TO HAVE APPROVED THE CONSTRUCTION DRAWINGS TO THE EXTENT THE PROPOSED CONSTRUCTION DRAWINGS COMPLY WITH LEGAL REQUIREMENTS AND THE PRIVATE RESTRICTIONS", and deliver if Landlord fails to approve or disapprove of the proposed Base Building Construction Drawings to Landlord and Tenant for review and approval in accordance with the Project Schedule. If Tenant disapproves the proposed Base Building Drawings, Tenant's notice of disapproval shall specify the reasons for such disapproval and those revisions required to obtain Tenant's approval of the Final Base Building Drawings (as hereinafter defined) for their submission to the Bidding BB Contractors in accordance with Section 3.1 below. After receiving such notice of disapproval, Landlord shall cause the Base Building Architect to revise the Base Building Drawings in accordance with the Tenant's requested changes; provided, however, that Landlord shall not be required to cause the Base Building Architect to make any revision to the Base Building Drawings that creates a Base Building Design Problem (as defined in Section 1.2.3 below). Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Tenant for approval. Such revision and resubmission process shall occur within ten (10) business days after Landlord's receipt of Tenantsuch written notice, then the proposed Construction Drawings shall be deemed approved by Landlord (but not any design review committee and/or owners association) to the extent the same comply with Legal Requirements and the Private Restrictions. If Landlord disapproves (which disapproval shall be in writing and shall specify in reasonable detail the basis of such disapproval) of the Construction Drawings, Tenant shall revise such Construction Drawings within ten (10) business days after receipt of Landlord's written notice of disapproval (if such revision is not material; otherwise and resubmit the revised Base Building Construction Drawings will be resubmitted back to Tenant Landlord for Landlord's review. Thereafter, within ten (10) business days following receipt of same (or such longer period of time as may be is reasonably necessary, but not more than fifteen (15) business days after Landlord's receipt including, without limitation, in order to obtain the written approval of such disapproval noticeany applicable design review committee[s] and/or owners association[s]), Landlord will either approve or disapprove the Construction Drawings. Such procedure This process shall be repeated as necessary until Tenant and the Construction Drawings are ultimately approved by Landlord have both such that they become Approved Working Drawings. Once approved the Base Building Drawings for submission to the Bidding BB Contractors by Landlord (the "Final Base Building Drawings"any applicable design review committee[s] and/or owners association[s]), provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions Tenant shall not be withheld except in the case of a Base Building Design Problem. Landlord shall immediately submit the Final Base Building Approved Working Drawings to the Bidding BB Contractors in accordance with Section 3.1 belowCity of Newark, in order CA and diligently pursue its receipt of all applicable building permits. Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for Tenant to select obtaining any building permit or certificate of occupancy for the Base Building Contractor to Premises and that obtaining the same shall be retained by Landlord. Following Tenant's selection of the Base Building Contractor (or as part of such selection process), responsibility. Tenant shall have the right to value-engineer submit to the design City, at Tenant's sole risk and expense, a coordinated set of the BaseConstruction Drawings, Shell complete to the extent required to commence the plan check and Core the first phase in the permitting process (the "Permit Set"), prior to approval of the Construction Drawings by Landlord. Notwithstanding anything to the contrary contained herein, Tenant acknowledges the fact that Landlord may disapprove of and/or request changes to the Construction Drawings that Tenant submits to the City prior to Landlord reviewing and approving of same and that there is an inherent risk that Tenant will incur delays, additional costs, and additional liabilities arising or resulting from Tenant's reasonable discretion as part premature submission of such Construction Drawings to the applicable governmental agencies prior to Landlord reviewing and approving same. Tenant agrees to indemnify, defend and hold harmless Landlord and Landlord Parties from any Claims arising from Tenant's submission of the process Construction Drawings to the applicable governmental authorities prior to Landlord reviewing and approving of negotiating the cost of construction of the Landlord's Base Building Work in accordance with the Project Schedule, same (and Tenant acknowledges that Landlord shall use commercially reasonable efforts to cause not be responsible for any delays or costs incurred by Tenant in the Base Building Architect and Base Building Engineers to reasonably participate in such value engineering process (with the applicable Design Fees payable in accordance with the Approved BB Design Fees) in compliance with the Project Schedule. event that Landlord acknowledges that Tenant's value engineering efforts may result in additional requires revisions to the Final Base Building DrawingsConstruction Drawings after the date of such submission of plans to the City by Tenant). No material changes, which modifications or alterations in the Approved Working Drawings may be requested by Tenant in accordance with the Project Schedule, and as long as such revisions do not cause a Base Building Design Problem, the Final Base Building Drawings shall be modified by the Base Building Architect to incorporate such requested changes, in accordance with process set forth in this Section 1.2.2 above, until the Final Base Building Drawings are in a form which is complete for incorporation into the BB Construction Contract as the basis of the contract sum payable to the Base Building Contractor in accordance with Section 3.1.4 below, and to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings approved by Landlord and Tenant for incorporation by reference into the BB Construction Contract in accordance with this Section 1.2.2 (as the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits) shall be known as the "Approved Base Building Drawings." Except as provided in Section 1.2.4 and Section 1.4 below, respectively, neither Landlord nor Tenant shall make any changes or modifications to the Approved Base Building Drawings, made without the prior written consent of the other party to this Lease, which consent shall not be unreasonably withheld, conditioned or delayedLandlord.

Approved Working Drawings. Promptly following the full execution and delivery Construction of the Lease, Improvements shall not commence until the Final Working Drawings therefor shall be approved by Landlord and (the "Approved Working Drawings"). Tenant shall cooperate in good faith and in accordance with submit the Project Schedule Final Working Drawings to supply the Base Building Architect such information requested by the Base Building Architect which is reasonably necessary to allow the Base Building Architect to complete the Base Building Drawings, as a logical extension of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work of construction of the Base, Shell and Core, and to obtain appropriate municipal authorities for all applicable permits building permits. Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or certificate of occupancy for the construction of Premises and that obtaining the Base Shell and Core, including structural, and core mechanical, electrical and plumbing requirements, as well as exterior landscaping and other site improvements required for the Base Building Permits (as defined in Section 1.2.3 below). Landlord same shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to work in good faith with Tenant to prepare and deliver the proposed Base Building Drawings to Landlord and Tenant for review and approval in accordance with the Project Schedule. If Tenant disapproves the proposed Base Building Drawings, be Tenant's notice of disapproval shall specify the reasons for such disapproval and those revisions required to obtain Tenant's approval of the Final Base Building Drawings (as hereinafter defined) for their submission to the Bidding BB Contractors in accordance with Section 3.1 below. After receiving such notice of disapproval, Landlord shall cause the Base Building Architect to revise the Base Building Drawings in accordance with the Tenant's requested changesresponsibility; provided, however, that Landlord shall not be required cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to cause enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Base Building Architect to make any revision to the Base Building Approved Working Drawings that creates (“Changes”) which constitute a Base Building Design Problem (as defined provided that in Section 1.2.3 below)such event Tenant shall provide reasonable prior notice of any such Change) may be made without the prior written consent of Landlord, which consent may not be unreasonably withheld. Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Landlord shall advise Tenant for approval. Such revision and resubmission process shall occur within ten five (105) business days after Landlord's receipt Tenant’s delivery of Tenant's written notice a Change request pursuant to the TCCs of disapproval (Section 29.18 of the Lease if there is a Design Problem with respect to such revision Change request otherwise Landlord shall approve such Change request. In addition, Landlord shall not disapprove any Change to a floor of the Premises which Landlord has previously approved with respect to another floor of the Premises unless there is not material; otherwise the revised Base Building Drawings will be resubmitted a Design Problem with respect to Tenant such Change. If Landlord fails to respond within such longer period of time as may be reasonably necessary, but not more than fifteen five (155) business days after Landlord's receipt of such disapproval notice). Such procedure shall be repeated as necessary until Tenant and Landlord have both approved the Base Building Drawings for submission to the Bidding BB Contractors (the "Final Base Building Drawings")day period, provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions shall not be withheld except in the case of a Base Building Design Problem. Landlord shall immediately submit the Final Base Building Drawings to the Bidding BB Contractors in accordance with Section 3.1 below, in order for Tenant to select the Base Building Contractor to be retained by Landlord. Following Tenant's selection of the Base Building Contractor (or as part of such selection process), then Tenant shall have the right to value-engineer deliver a second notice to Landlord requesting Landlord's approval of such Change (which second notice shall include a copy of such Change), and if Landlord fails to respond within two (2) business day following Tenant’s delivery of such second notice pursuant to the design TCCs of Section 29.18 of the BaseLease, Shell and Core in then Landlord shall be deemed to have approved the applicable Change. If Landlord advises Tenant that a Design Problem exists with respect to a Change request, Tenant shall cause the applicable Change request to be revised to correct such Design Problem. Landlord shall approve any re-submittal of a Change request within two (2) business days after Tenant's reasonable discretion as part ’s delivery thereof pursuant to the TCCs of Section 29.18 of the process of negotiating the cost of construction of the Lease and Landlord's Base Building Work in accordance with the Project Schedule, and Landlord shall use commercially reasonable efforts ’s failure to cause the Base Building Architect and Base Building Engineers to reasonably participate in respond within such value engineering process two (with the applicable Design Fees payable in accordance with the Approved BB Design Fees2) in compliance with the Project Schedule. Landlord acknowledges that Tenant's value engineering efforts may result in additional revisions to the Final Base Building Drawings, which may be requested by Tenant in accordance with the Project Schedule, and as long as such revisions do not cause a Base Building Design Problem, the Final Base Building Drawings business day period shall be modified by the Base Building Architect deemed to incorporate be Landlord’s approval of such requested changes, in accordance with process set forth in this Section 1.2.2 above, until the Final Base Building Drawings are in a form which is complete for incorporation into the BB Construction Contract as the basis of the contract sum payable to the Base Building Contractor in accordance with Section 3.1.4 below, and to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings approved by Landlord and Tenant for incorporation by reference into the BB Construction Contract in accordance with this Section 1.2.2 (as the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits) shall be known as the "Approved Base Building DrawingsChange request." Except as provided in Section 1.2.4 and Section 1.4 below, respectively, neither Landlord nor Tenant shall make any changes or modifications to the Approved Base Building Drawings, without the prior written consent of the other party to this Lease, which consent shall not be unreasonably withheld, conditioned or delayed.

Approved Working Drawings. Promptly following the full execution and delivery of the Lease, Landlord and Tenant shall cooperate in good faith and in accordance with the Project Schedule to supply the Base Building Architect such information requested by the Base Building Architect which is reasonably necessary to allow the Base Building Architect to complete the Base Building Drawings, as have approved a logical extension of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work of construction of the Base, Shell and Core, and to obtain all applicable permits detailed space plan for the construction of the Base Shell Tenant Improvements in the Premises, which space plan has been prepared by Dxxxxx Xxxxx & Associates, Inc., dated February 24, 2009 and Core, including structural, which is attached hereto as Exhibit F-1 and core mechanical, electrical and plumbing requirements, as well as exterior landscaping and other site improvements required for incorporated herein by this reference (the Base Building Permits (as defined in Section 1.2.3 below“Final Space Plan”). Based upon and in conformity with the Final Space Plan, Landlord shall use commercially reasonable efforts to cause the Base Building Architect its architect and Base Building Engineers to work in good faith with Tenant engineers to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings for the proposed Base Building tenant improvements shown on the Final Space Plan (the “Working Drawings”). The Working Drawings shall incorporate modifications to Landlord and Tenant for review and approval in accordance the Final Space Plan as necessary to comply with the Project Schedulefloor load and other structural and system requirements of the Building. If Tenant disapproves The finishes and specifications shall be as set forth in the proposed Base Building Final Space Plan for any portion of the tenant improvements depicted thereon. Within five (5) business days after Tenant’s receipt of the Working Drawings, Tenant's notice of disapproval Tenant shall specify approve or disapprove the reasons for such disapproval and those revisions required to obtain Tenant's same, which approval of the Final Base Building Drawings (as hereinafter defined) for their submission to the Bidding BB Contractors in accordance with Section 3.1 below. After receiving such notice of disapproval, Landlord shall cause the Base Building Architect to revise the Base Building Drawings in accordance with the Tenant's requested changesnot be unreasonably withheld; provided, however, that Landlord shall not be required to cause Tenant may only disapprove the Base Building Architect to make any revision to the Base Building Drawings that creates a Base Building Design Problem (as defined in Section 1.2.3 below). Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Tenant for approval. Such revision and resubmission process shall occur within ten (10) business days after Landlord's receipt of Tenant's written notice of disapproval (if such revision is not material; otherwise the revised Base Building Drawings will be resubmitted to Tenant within such longer period of time as may be reasonably necessary, but not more than fifteen (15) business days after Landlord's receipt of such disapproval notice). Such procedure shall be repeated as necessary until Tenant and Landlord have both approved the Base Building Drawings for submission to the Bidding BB Contractors (the "Final Base Building Drawings"), provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions shall not be withheld except in the case of a Base Building Design Problem. Landlord shall immediately submit the Final Base Building Working Drawings to the Bidding BB Contractors extent such Working Drawings are inconsistent with the Final Space Plan and only if Tenant delivers to Landlord, within such five (5) business day period, specific changes proposed by Tenant which are consistent with the Final Space Plan, and do not constitute changes which would result in accordance with Section 3.1 below, in order for Tenant to select the Base Building Contractor to be retained by Landlord. Following Tenant's selection any of the Base Building Contractor circumstances described in items (or as part of i) through (iv) below. If any such selection process)revisions are timely and properly proposed by Tenant, Tenant Landlord shall have cause its architect and engineers to revise the right Working Drawings to value-engineer incorporate such revisions and submit the design of the Base, Shell and Core in same for Tenant's reasonable discretion as part of the process of negotiating the cost of construction of the Landlord's Base Building Work ’s approval in accordance with the Project Scheduleforegoing provisions, and Landlord the parties shall use commercially reasonable efforts to cause follow the Base Building Architect and Base Building Engineers to reasonably participate in such value engineering process (with foregoing procedures for approving the applicable Design Fees payable in accordance with the Approved BB Design Fees) in compliance with the Project Schedule. Landlord acknowledges that Tenant's value engineering efforts may result in additional revisions to the Final Base Building Drawings, which may be requested by Tenant in accordance with the Project Schedule, and as long as such revisions do not cause a Base Building Design Problem, the Final Base Building Working Drawings shall be modified by the Base Building Architect to incorporate such requested changes, in accordance with process set forth in this Section 1.2.2 above, until the Final Base Building Drawings same are in a form which is complete for incorporation into the BB Construction Contract as the basis of the contract sum payable to the Base Building Contractor in accordance with Section 3.1.4 below, and to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings finally approved by Landlord and Tenant for incorporation by reference into Tenant. Upon Landlord’s and Tenant’s approval of the BB Construction Contract in accordance with this Section 1.2.2 (as Working Drawings, the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits) shall be known as the "“Approved Base Building Working Drawings." Except as provided in Section 1.2.4 ”. Once the Approved Working Drawings have been approved by Landlord and Section 1.4 below, respectivelyTenant, neither Landlord nor Tenant party shall make any changes changes, change orders or modifications thereto without Tenant’s reasonable and prompt consent (with respect to the Approved Base Building Drawings, without Landlord requested changes) or the prior written consent of the other party Landlord (with respect to this LeaseTenant requested changes), which consent shall not may be unreasonably withheldwithheld in Landlord’s sole discretion if such change or modification would: (i) directly or indirectly delay the Substantial Completion of the Premises; (ii) increase the cost of designing or constructing the Tenant Improvements above the cost of the Tenant Improvements depicted in the Final Space Plan; (iii) be of a quality lower than the quality of the finishes and specifications set forth in the Final Space Plan; and/or (iv) require any changes to the exterior of the Building, conditioned Building Systems or delayedequipment of the Building or structural portions of the Building.

Approved Working Drawings. Promptly following the full execution and delivery of the Lease, The Final Working Drawings shall be approved by Landlord and Tenant shall cooperate in good faith and in accordance with the Project Schedule to supply the Base Building Architect such information requested by the Base Building Architect which is reasonably necessary to allow the Base Building Architect to complete the Base Building Drawings, as a logical extension of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work of construction of the Base, Shell and Core, and to obtain all applicable permits for the construction of the Base Shell and Core, including structural, and core mechanical, electrical and plumbing requirements, as well as exterior landscaping and other site improvements required for the Base Building Permits (as defined in Section 1.2.3 below). Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to work in good faith with Tenant to prepare and deliver the proposed Base Building Drawings to Landlord and Tenant for review and approval in accordance with the Project Schedule. If Tenant disapproves the proposed Base Building Drawings, Tenant's notice of disapproval shall specify the reasons for such disapproval and those revisions required to obtain Tenant's approval of the Final Base Building Drawings (as hereinafter defined) for their submission to the Bidding BB Contractors in accordance with Section 3.1 below3.3 above prior to the commencement of construction of each Portion of the Premises by Tenant. After receiving such notice The Final Working Drawings as approved by Landlord for each Portion of disapproval, the Premises shall be referred to herein as the “Approved Working Drawings”. Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all applicable building permits prior to Landlord’s approval thereof. Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall cause be responsible for obtaining any building permit or certificate of occupancy for the Base Building Architect to revise Premises and that obtaining the Base Building Drawings in accordance with the same shall be Tenant's requested changes’s responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings (“Changes”) may be made without the prior written consent of Landlord, which consent may not be required to cause the Base Building Architect to make any revision to the Base Building Drawings unreasonably withheld; provided, that creates a Base Building Design Problem (as defined in Section 1.2.3 below). Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Tenant for approval. Such revision and resubmission process shall occur within ten (10) business days after Landlord's receipt of Tenant's written notice of disapproval (if such revision is not material; otherwise the revised Base Building Drawings will be resubmitted to Tenant within such longer period of time as may be reasonably necessary, but not more than fifteen (15) business days after Landlord's receipt of such disapproval notice). Such procedure shall be repeated as necessary until Tenant and Landlord have both approved the Base Building Drawings for submission to the Bidding BB Contractors (the "Final Base Building Drawings"), provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions shall not be withheld except in the case of a Base Building Design Problem. Landlord shall immediately submit the Final Base Building Drawings to the Bidding BB Contractors in accordance with Section 3.1 below, in order for Tenant to select the Base Building Contractor to be retained by Landlord. Following Tenant's selection of the Base Building Contractor (or as part of such selection process), Tenant shall have the right to value-engineer the design of the Base, Shell and Core in Tenant's reasonable discretion as part of the process of negotiating the cost of construction of the Landlord's Base Building Work in accordance with the Project Schedule, and Landlord shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to reasonably participate in such value engineering process (with the applicable Design Fees payable in accordance with modify the Approved BB Design Fees) in compliance with the Project Schedule. Landlord acknowledges that Tenant's value engineering efforts may result in additional revisions to the Final Base Building DrawingsWorking Drawings without Landlord’s consent if such modifications are minor, which may be requested by Tenant in accordance with the Project Schedule, and as long as such revisions do not cause contain a Base Building Design Problem, and will not adversely affect the Final Base Building Drawings shall be modified by quality of the Base Building Architect to incorporate such requested changes, construction or use materials or equipment lower in accordance with process quality than as set forth in this Section 1.2.2 above, until the Final Base Building Drawings are in Approved Working Drawings. Landlord shall not disapprove any requested Change (a form which is complete for incorporation into the BB Construction Contract as the basis “Change Request”) to a Portion of the contract sum payable Premises which Landlord has previously approved with respect to another Portion of the Base Building Contractor Premises (unless such Change Request would create a Design Problem with respect to that applicable portion of the Premises). Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of a Change Request, if a Design Problem exists with respect to such Change Request, otherwise Landlord shall approve such Change Request. If Landlord fails to timely respond as to whether a Design Problem exists, Tenant may deliver to Landlord a second written request, which written notice must state in accordance bold and all caps, “FAILURE TO RESPOND TO THIS WRITTEN NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE APPROVAL OF THE CHANGE REQUEST.” If Landlord fails to advise Tenant whether a Design Problems exists within such three (3) business day period, then Landlord will be deemed to have approved the applicable Change Request. If Landlord advises Tenant that a Design Problem exists with Section 3.1.4 belowrespect to a Change Request, Tenant shall cause the applicable Change Request to be revised to correct such Design Problem. Landlord shall approve any re-submittal of a Change Request within three (3) business days after receipt thereof and Landlord’s failure to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings approved by Landlord and Tenant for incorporation by reference into the BB Construction Contract in accordance with this Section 1.2.2 respond within such three (as the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits3) business day period shall be known as the "Approved Base Building Drawingsdeemed to be Landlord’s approval of such Change request." Except as provided in Section 1.2.4 and Section 1.4 below, respectively, neither Landlord nor Tenant shall make any changes or modifications to the Approved Base Building Drawings, without the prior written consent of the other party to this Lease, which consent shall not be unreasonably withheld, conditioned or delayed.

Approved Working Drawings. Promptly following the full execution and delivery of the Lease, The Final Working Drawings shall be approved by Landlord and Tenant shall cooperate in good faith and in accordance with Section 3.3, above, prior to the Project Schedule to supply the Base Building Architect such information requested by the Base Building Architect which is reasonably necessary to allow the Base Building Architect to complete the Base Building Drawings, as a logical extension of the Preliminary Drawings, in a form that is sufficient to enable the Base Building Contractor and subcontractors to bid on the work commencement of construction of each floor or Phase of the Premises by Tenant. The Final Work Drawings as approved by Landlord for each floor or Phase of the Premises shall be referred to herein as the "Approved Working Drawings". Tenant may submit the Final Working Drawings to the appropriate municipal authorities for all applicable building permits prior to Landlord's approval thereof. Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or CofO for the Premises (excluding the Base, Shell and Core, Core thereof) and to obtain all applicable permits for that obtaining the construction of the Base Shell and Core, including structural, and core mechanical, electrical and plumbing requirements, as well as exterior landscaping and other site improvements required for the Base Building Permits (as defined in Section 1.2.3 below). Landlord same shall use commercially reasonable efforts to cause the Base Building Architect and Base Building Engineers to work in good faith with Tenant to prepare and deliver the proposed Base Building Drawings to Landlord and Tenant for review and approval in accordance with the Project Schedule. If Tenant disapproves the proposed Base Building Drawings, be Tenant's notice of disapproval shall specify the reasons for such disapproval and those revisions required to obtain Tenant's approval of the Final Base Building Drawings (as hereinafter defined) for their submission to the Bidding BB Contractors in accordance with Section 3.1 below. After receiving such notice of disapproval, Landlord shall cause the Base Building Architect to revise the Base Building Drawings in accordance with the Tenant's requested changesresponsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or CofO. No changes, modifications or alterations in the Approved Working Drawings ("Changes") may be made without the prior written consent of Landlord, which consent may not be required unreasonably withheld; provided, that Tenant shall have the right to cause modify the Base Building Architect to make any revision to the Base Building Approved Working Drawings that creates without Landlord's consent if such modifications do not constitute a Base Building Design Problem Problem. Landlord shall advise Tenant within three (as defined in Section 1.2.3 below). Once the proposed Base Building Drawings have been so revised, the revised Base Building Drawings will be resubmitted to Tenant for approval. Such revision and resubmission process shall occur within ten (103) business days after Landlord's receipt of Tenant's written notice of disapproval (a Change request if there is a Design Problem with respect to such revision is not material; Change request otherwise the revised Base Building Drawings will be resubmitted to Tenant Landlord shall approve such Change Request within such longer period of time as may be reasonably necessary, but not more than fifteen three (153) business days after Landlord's receipt of such disapproval notice)day period. Such procedure shall be repeated as necessary until Tenant and In addition, Landlord have both approved the Base Building Drawings for submission to the Bidding BB Contractors (the "Final Base Building Drawings"), provided that Landlord's approval of any revised Base Building Drawings incorporating any Tenant-requested revisions shall not be withheld except in the case of disapprove any Change to a Base Building Design Problem. Landlord shall immediately submit the Final Base Building Drawings to the Bidding BB Contractors in accordance with Section 3.1 below, in order for Tenant to select the Base Building Contractor to be retained by Landlord. Following Tenant's selection floor of the Base Building Contractor Premises which Landlord has previously approved with respect to another floor of the Premises. If Landlord fails to respond within such three (or as part of such selection process)3) business day period, then Tenant shall have the right to value-engineer the design of the Base, Shell and Core in Tenant's reasonable discretion as part of the process of negotiating the cost of construction of the deliver a second notice to Landlord requesting Landlord's Base Building Work in accordance with the Project Scheduleapproval of such Change (which second notice shall include a copy of such Change), and if Landlord fails to respond within two (2) business day following Landlord's receipt of such second notice then Landlord shall use commercially reasonable efforts be deemed to have approved the applicable Change. If Landlord advises Tenant that a Design Problem exists with respect to a Change request, Tenant shall cause the Base Building Architect and Base Building Engineers applicable Change request to reasonably participate in be revised to correct such value engineering process (with the applicable Design Fees payable in accordance with the Approved BB Design Fees) in compliance with the Project ScheduleProblem. Landlord acknowledges that Tenantshall approve any re-submittal of a Change Request within two (2) business days after receipt thereof and Landlord's value engineering efforts may result in additional revisions failure to the Final Base Building Drawings, which may be requested by Tenant in accordance with the Project Schedule, and as long as respond within such revisions do not cause a Base Building Design Problem, the Final Base Building Drawings two (2) business day period shall be modified by the Base Building Architect deemed to incorporate be Landlord's approval of such requested changes, in accordance with process set forth in this Section 1.2.2 above, until the Final Base Building Drawings are in a form which is complete for incorporation into the BB Construction Contract as the basis of the contract sum payable to the Base Building Contractor in accordance with Section 3.1.4 below, and to allow the Base Building Contractor and its subcontractors to obtain all applicable Base Building Permits in accordance with Section 1.2.4 below. The Final Base Building Drawings approved by Landlord and Tenant for incorporation by reference into the BB Construction Contract in accordance with this Section 1.2.2 (as the same may be modified in accordance with Section 1.2.4, below, in order for the appropriate municipal authorities to issue the Base Building Permits) shall be known as the "Approved Base Building DrawingsChange request." Except as provided in Section 1.2.4 and Section 1.4 below, respectively, neither Landlord nor Tenant shall make any changes or modifications to the Approved Base Building Drawings, without the prior written consent of the other party to this Lease, which consent shall not be unreasonably withheld, conditioned or delayed.