Common use of Change Requests Clause in Contracts

Change Requests. Without invalidating this Agreement, Owner may order changes in the Specifications or the Work consisting of additions, deletions or other revisions (each, a “Change”), including deletion of ▇▇▇▇ ▇ or the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does not intend to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such Change.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the approved Final Drawings and/or for any work other than the Work described in the Specifications or approved Final Drawings (“Change Requests”) and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion of ▇▇▇▇ ▇ or which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include, without limitation, any architectural or design fees, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord’s consultants, and the General Contractor’s price for effecting the change. If Contractor refuses Tenant fails to accept execute or deliver such necessary revisions in the Change Order, Owner or to pay the costs related thereto, then Landlord shall not be entitled obligated to require Contractor do any additional work related to continue such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform its obligations hereunder as would be modified by only the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay as specified in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeFinal Drawings.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Specifications or Approved Final Drawings ("Change Requests") and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of ▇▇▇▇ ▇ or this Section 11. Prior to commencing any additional work related to the Unit 5 Scrubber approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor (such deletion being only "Change Order") in the event: (x) Owner standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is denied customarily used in the DENR permit business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for Unit 6overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or (yto pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) Owner has cancelled and/or Change Orders, and Landlord may proceed to perform only the Work associated with Unit 6 or Work, as specified in the Unit 5 Scrubber and does not intend to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this ArticleApproved Final Drawings. Without limiting Landlord shall equitably adjust the generality amount of the foregoing, Owner may order: (a) an increase or decrease Tenant Improvement Costs for any deletions in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion scope of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such Change.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Specifications or Approved Final Drawings (“Change Requests”) and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion of ▇▇▇▇ ▇ or which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord’s consultants, and the General Contractor’s price for effecting the change. If Contractor refuses Tenant fails to accept execute or deliver such necessary revisions in the Change Order, Owner or to pay the costs related thereto, then Landlord shall not be entitled obligated to require Contractor do any additional work related to continue such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform its obligations hereunder as would be modified by only the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner as specified in the Approved Final Drawings. Landlord shall continue to pay Contractor pursuant to equitably adjust the payment terms hereof based, subject to resolution amount of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, Tenant Improvement Costs for any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay deletions in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach scope of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeWork.

Change Requests. Without invalidating this AgreementFor any change CCL wishes to make to the --------------- Installation Schedule or for any desired Custom Programming, Owner may order changes CCL shall notify Allin of the requested change specifying the change with sufficient details to enable Allin to evaluate it ("Change Request"). Change Requests shall be in writing either using the Specifications form attached hereto as Schedule 3.2 or otherwise ------------ providing substantially the Work consisting of additions, deletions or other revisions (each, a “Change”), including deletion of same information. All CCL Change Requests shall be initiated by ▇▇▇▇▇ ▇▇▇ or his designee and any responses thereto by Allin shall be directed to ▇▇. ▇▇▇. Any Change Requests that take less than [REDACTED - CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate will be assessed at no cost to CCL. If a Change Request will take longer than [REDACTED - CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate, Allin will submit to CCL for its prior written approval the Unit 5 Scrubber costs associated with such evaluation. Allin will thereafter only proceed if CCL has approved such evaluation costs. Allin shall accept any Change Requests unless Allin can show that the Change Request would be materially detrimental to the performance of the Application, materially contrary to the Solution Vision or have a material adverse effect on the Project Plan, or the Installation Schedule (such deletion being only as that term is defined in the event: (x) Owner is denied Master Agreement). Notwithstanding the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does not intend foregoing Allin shall have no obligation to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this Article. Without limiting any Change Request until the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: parties have mutually agreed upon (i) the effect cost and impactpayment terms associated with such Change Request as well as, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Workimpact that such Change Request has on the Project Plan, the Contract Price or the Application and/or Installation Schedule, and (iii) Contractor’s proposal for except that Allin agrees that any necessary modifications to any other cost proposals in connection with a Change Request will be reasonable and negotiated in good faith, and will be determined in a manner consistent with the System pricing. The provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled deemed amended to require Contractor to continue to perform its obligations hereunder as would be modified by the incorporate any mutually agreed Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeRequests.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Specifications or Approved Final Drawings (“Change Requests”) and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion of ▇▇▇▇ ▇ or which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner, if and to the extent that such cost is Excess Tenant Improvement Costs. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord’s construction fee for overhead and profit in the amount of two and one-half percent (2.5%) of the costs of the Change Requests and Change Orders, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord’s consultants, and the General Contractor’s price for effecting the change. If Contractor refuses Tenant fails to accept execute or deliver such necessary revisions in the Change Order, Owner or to pay the costs related thereto to the extent such costs are Excess Tenant Improvement Costs, then Landlord shall not be entitled obligated to require Contractor do any additional work related to continue such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform its obligations hereunder as would be modified by only the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner as specified in the Approved Final Drawings. Landlord shall continue to pay Contractor pursuant to equitably adjust the payment terms hereof based, subject to resolution amount of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, Tenant Improvement Costs for any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay deletions in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach scope of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeWork.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Tenant Improvements described in the Specifications or the Work consisting of additions, deletions or other revisions Approved Final Drawings (each, a “ChangeChange Requests”), including deletion and the approval by Landlord of ▇▇▇▇ ▇ such Change Request(s) to be performed, which approval Landlord agrees shall not be unreasonably withheld or delayed, Landlord shall cause the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”)) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s) and Change Order shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. Any delays associated with any Change Request or Change Order requested by Tenant shall be considered a Tenant Delay. The billing for such additional costs to Tenant shall be accompanied by reasonably detailed evidence of the amounts billed. Costs related to approved Change Requests and Change Orders shall include, without limitation, any architectural or design fees, Landlord’s construction fee for overhead and profit, and the General Contractor’s price for effecting the change. If Contractor refuses Tenant fails to accept execute or deliver such necessary revisions in the Change Order, Owner or to pay the costs related thereto, then Landlord shall not be entitled obligated to require Contractor do any additional work related to continue such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform its obligations hereunder only the Tenant Improvements, as would be modified by specified in the Change Order; provided, that, if Owner requires Contractor to so perform, (x) Approved Final Drawings. Landlord shall equitably adjust the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution amount of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, Tenant Improvement Costs for any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay deletions in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach scope of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeTenant Improvements.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the approved Final Drawings and/or for any work other than the Work described in the Specifications or approved Final Drawings (“Change Requests”) and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion of ▇▇▇▇ ▇ or which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 9. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work associated with any Change Order to Landlord in cash concurrently with Tenant’s execution and delivery of any Change Order to Landlord. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be “Excess Tenant Improvement Costs”, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as set forth in this Section 9. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include, without limitation, any actual out-of-pocket architectural or design fees, Landlord’s construction fee for overhead and profit, the actual out-of-pocket cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord’s consultants, and the General Contractor’s price for effecting the change. If Contractor refuses Tenant fails to accept execute or deliver such necessary revisions in the Change Order, Owner or to pay the costs related thereto, then Landlord shall not be entitled obligated to require Contractor do any additional work related to continue such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform its obligations hereunder as would be modified by only the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay as specified in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeFinal Drawings.

Change Requests. Without invalidating this AgreementFor any change Costa wishes to make to the Installation Schedule or for any desired Custom Programming, Owner may order changes in Costa shall notify Allin of the Specifications or requested change specifying the Work consisting of additions, deletions or other revisions change with sufficient details to enable Allin to evaluate it (each, a “ChangeChange Request”), including deletion of . Change Requests shall be in writing either using the form attached hereto as Schedule 3.2 or otherwise providing substantially the same information. All Costa Change Requests shall be initiated by G▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or his designee and any responses thereto by Allin shall be directed to M▇. ▇▇▇▇▇▇▇. Any Change Requests that take less than [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate will be assessed at no cost to Costa. If a Change Request will take longer than [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate, Allin will submit to Costa for its prior written approval the Unit 5 Scrubber costs associated with such evaluation. Allin will thereafter only proceed if Costa has approved such evaluation costs. Allin shall accept any Change Requests unless Allin can show that the Change Request would be materially detrimental to the performance of the Application, materially contrary to the Solution Vision or have a material adverse effect on the Project Plan, or the Installation Schedule (such deletion being only as those terms not defined herein are defined in the event: (x) Owner is denied Master Agreement). Notwithstanding the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does not intend foregoing Allin shall have no obligation to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this Article. Without limiting any Change Request until the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: parties have mutually agreed upon (i) the effect cost and impactpayment terms associated with such Change Request as well as, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Workimpact that such Change Request has on the Project Plan, the Contract Price or the Application and/or Installation Schedule, and (iii) Contractor’s proposal for except that Allin agrees that any necessary modifications to any other cost proposals in connection with a Change Request will be reasonable and negotiated in good faith, and will be determined in a manner consistent with the System pricing. The provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled deemed amended to require Contractor to continue to perform its obligations hereunder as would be modified by the incorporate any mutually agreed Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeRequests.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the approved Final Drawings and/or for any work other than the Work described in the Specifications or approved Final Drawings (“Change Requests”) and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion of ▇▇▇▇ ▇ or which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant, to the extent such costs exceed the Tenant Improvement Allowance, as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include, without limitation, any architectural or design fees, Landlord’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord’s consultants, and the General Contractor’s price for effecting the change. If Contractor refuses Tenant fails to accept execute or deliver such necessary revisions in the Change Order, Owner or to pay the costs related thereto, then Landlord shall not be entitled obligated to require Contractor do any additional work related to continue such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform its obligations hereunder as would be modified by only the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay as specified in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeFinal Drawings.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenants sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Specifications or Approved Final Drawings (“Change Requests”) and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion of ▇▇▇▇ ▇ or which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 10. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”)) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s) and Change Order shall be added to the EP Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess EP Tenant Improvement Costs as set forth in Section 11 below. Any delays associated with any Change Request or Change Order shall be considered a Tenant Delay. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord’s consultants, and the General Contractor’s price for effecting the change. If Contractor refuses Tenant fails to accept execute or deliver such necessary revisions in the Change Order, Owner or to pay the costs related thereto, then Landlord shall not be entitled obligated to require Contractor do any additional work related to continue such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform its obligations hereunder as would be modified by only the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner as specified in the Approved Final Drawings. Landlord shall continue to pay Contractor pursuant to equitably adjust the payment terms hereof based, subject to resolution amount of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, EP Tenant Improvement Costs for any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay deletions in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach scope of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeWork.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the Approved Final Drawings --------------- shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Specifications or Approved Final Drawings ("Change Requests") and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of ▇▇▇▇ ▇ or this Section 11. Prior to commencing any additional work related to the Unit 5 Scrubber approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor (such deletion being only "Change Order") in the event: (x) Owner standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is denied customarily used in the DENR permit business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for Unit 6overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or (yto pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) Owner has cancelled and/or Change Orders, and Landlord may proceed to perform only the Work associated with Unit 6 or Work, as specified in the Unit 5 Scrubber and does not intend to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this ArticleApproved Final Drawings. Without limiting Landlord shall equitably adjust the generality amount of the foregoing, Owner may order: (a) an increase or decrease Tenant Improvement Costs for any deletions in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion scope of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such Change.

Change Requests. Without invalidating 7.1 Both parties are entitled to issue Change Requests during the installation of the CAS and during the term of this Agreement. 7.2 The party suggesting the Change Request (Suggesting Party) shall issue their Change Request to the other Party (Receiving Party) in writing. Change Requests shall contain a description of the changes required. After receipt of a Change Request, Owner may order changes the Receiving Party shall notify the Suggesting Party within 20 working days (Change Request Notification Period) in writing, whether or not they agree to such Change Request. Should the Specifications or Receiving Party not notify the Work consisting of additionsSuggesting Party within the Change Request Notification Period, deletions or other revisions the Change Request shall be deemed disagreed. 7.3 In the event the Receiving Party agrees to the Change Request, Nagra shall, within 10 working days, except Nagra can prove an important cause (each, a “Change”), including deletion of wichtiger ▇▇▇▇ ▇ or the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does not intend to proceed with another contractor for such Work▇▇); provided, that Owner may not delete all Work through this Article. Without limiting a longer period is required, submit the generality of the foregoing, Owner may orderfollowing proposal: (a) an increase or decrease in The technical solution for the quantity implementation of any Work,the Change Request; (b) any Work omitted,A reasonable remuneration, including reasonable payment terms (only if MSG issues the Change Request); (c) a Change in A Milestone Plan for the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part implementation of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impactRequest including, if anynecessary, that the Change would have, MSG’s obligations to cooperate. 1. The parties shall agree in Contractor’s reasonable judgment, written form on the Workabove listed issues without undue delay. The Functional Requirements (Attachment R 1), the Contract Price or the Schedule, Solution Architecture (iiAttachment R 2) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any and – if applicable – other affected provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor amended accordingly. 7.4 Nagra shall be entitled obliged to agree to a Change Request of MSG unless there is an important cause (wichtiger ▇▇▇▇▇). The important cause shall be determined taking into account the mutual interest of the parties. An important cause shall be in particular an adverse impact on the System Security of the CAS caused by the required change. 7.5 MSG is obliged to agree to any reasonable Change Request of Nagra, unless there is an important cause. The important cause shall be determined taking into account the mutual interest of the parties. An important cause shall be in particular that such Change Request by Nagra does not result in additional cost or other material disadvantages for MSG, in particular in a material disruption of MSG service to its customers. 7.6 All intellectual property rights and an equitable adjustment copyrights resulting from Nagra’s development work in the Contract Price and/or the Schedule. Contractor shall have the right to request connection with a Change but Request belong to Nagra. Upon MSG’s request, Nagra will grant to MSG a limited, non transferable royalty free license to use such intellectual property rights and copyrights. 7.7 Nagra shall have no right be obliged to require offer on MSG’s request any products or features which are offered by Nagra to third party customers unless an important, non discriminatory cause (wichtiger ▇▇▇▇▇) hinders Nagra to do so. 7.8 All disputes arising from and/or in connection with a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services Request shall be performed and any additional Equipment finally settled by an Arbitration Tribunal. The Arbitral Tribunal consists of 3 Arbitrators. The place of arbitration is, if not otherwise agreed, Dusseldorf. The language of the arbitration proceedings shall be provided on a time and materials basisGerman. Contractor The Arbitral Tribunal shall then be paid for such Work under subject to the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement rules of the labor and materials used during such month associated with such ChangeInternational Chamber of Commerce (ICC) excluding state courts.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the approved Final Drawings and/or for any work other than the Work described in the Specifications or approved Final Drawings (“Change Requests”) and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion of ▇▇▇▇ ▇ or which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant, to the extent such costs exceed the Tenant Improvement Allowance, as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include, without limitation, any architectural or design fees, Landlord’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord’s consultants, and the General Contractor’s price for effecting the change. If Contractor refuses Tenant falls to accept execute or deliver such necessary revisions in the Change Order, Owner or to pay the costs related thereto, then Landlord shall not be entitled obligated to require Contractor do any additional work related to continue such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform its obligations hereunder as would be modified by only the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay as specified in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeFinal Drawings.

Change Requests. Without invalidating this Agreement, Owner may order No changes in requested by Tenant to the Specifications Approved Working Drawings or the Work consisting of additions, deletions or other revisions (each, a “Change”), including deletion of ▇▇▇▇ ▇ or the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does not intend to proceed with another contractor for such Work); provided, that Owner agreed Cost Proposal may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement made without the prior written consent of OwnerLandlord, which consent may not be unreasonably withheld, delayed, or conditioned. If Contractor determines Tenant requests a change that would directly or indirectly delay the Substantial Completion of the Initial Alterations, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. If Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing to pay any such increase in costs, together with (i) ten percent (10%) of such costs for overhead or the rate provided in the construction contract, whichever is less, (ii) four percent (4%) of all costs for profit or the rate provided in the construction contract, whichever is less, and (iii) general conditions not in excess of five percent (5%) of the total costs or the rate provided in the construction contract, whichever is less (the “Change is necessary or advisable for any reasonOrder Fee”). Notwithstanding anything to the contrary contained in this Work Letter, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in addition to any Change Order provision that any additional Services Fee which may be due, Landlord reserves the right to charge a one-time fee not to exceed five percent (5%) of the Tenant Allowance for Landlord’s project management services in the event Tenant’s request for changes, in the aggregate, exceed what is usual and customary taking into account the scope of the Initial Alterations and the size of the Premises, or require the Landlord or Landlord’s Representative to expend time in excess of what is usual and customary taking into account the scope of the Initial Alterations and the size of the Premises, regardless of whether Tenant elects to move forward with the changes. Tenant shall pay the project management services fee within thirty (30) days of receipt of Landlord’s invoice. Upon ▇▇▇▇▇▇’s written approval of Change Order Fee and Tenant Delay period (if applicable) the changes to the Approved Working Drawings shall be performed and referred to as a “Change Order”. Tenant shall pay any additional Equipment Change Order Fee due for an approved Change Order within ten (10) days after receipt of Landlord’s invoice for the Change Order Fee. Landlord shall not be required to perform any Change Order until such time as Tenant has paid any applicable Change Order Fee. If Tenant fails to approve, in writing, the Change Order Fee and/or the Tenant Delay period within seven (7) days after Landlord’s submission, (i) the requested change to the Approved Working Drawings shall be provided on deemed disapproved in all respects by Tenant, (ii) Landlord shall not be authorized to proceed with the proposed changes to the Approved Working Drawings), and (iii) Landlord shall proceed to complete the Initial Alterations in accordance with the Approved Working Drawings without Tenant’s requested change. Excluding Change Orders issued at Tenant’s request, Landlord shall not submit to the Contractor any change in the scope of the work, schedule, fee, or Cost of Work without the prior written consent of Tenant, which consent shall not be unreasonably withheld, delayed, or conditioned. Further, in the event Contractor requests a time and materials basischange in the scope of the work, schedule, fee, or Cost of Work, Landlord shall not agree to any such change unless Tenant provides its prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. Any such change requested by Landlord or its Contractor shall then not be paid for such Work under subject to the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts Change Order Fee or other vouchers as may be necessary to prove the amounts paid and labor performed andconsidered a Tenant Delay unless Tenant unreasonably withholds, before ordering materialsdelays, shall submit to Owner quotations for the same for or conditions its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such Changeconsent.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the Tenant Improvements shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the Specifications necessary information and/or plans and specifications for any changes or revisions to the Work consisting Tenant Improvements and the approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion of ▇▇▇▇ ▇ or which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work additional work associated with Unit 6 or the Unit 5 Scrubber approved Change Request(s), at Tenant’s sole cost and does not intend expense, subject, however, to proceed with another contractor for such Workthe following provisions of this Section 9. Prior to commencing any additional work related to the approved Change Request(s); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it Landlord shall submit to-Tenant a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate statement of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting additional work and a proposed Change Order, which shall include in reasonable detail: tenant change order therefor (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”)) in the-standard form then in use by Landlord. If Contractor refuses Tenant approves the cost, Tenant shall execute and deliver to accept Landlord such necessary revisions Change Order and shall pay the entire cost of such additional work in the following described manner. Tenant also has the option of withdrawing its request for a change or submitting further changes to reduce the cost, unless such Change OrderRequest(s) were approved by Tenant in the field and already installed. Any costs related to such approved Change Request(s), Owner Change Order and any delays associated therewith, shall be entitled added to require Contractor to continue to perform its obligations hereunder the Tenant Improvement Costs and shall be paid for by Tenant as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance and with the dispute resolution procedures any Excess Tenant Improvement Costs as set forth in Article 28 Section 8 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and (yChange Orders shall include without limitation, any architectural or design fees and the General Contractor’s price for effecting the change. If Tenant fails to respond as described above, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) if and/or Change Orders, and Landlord may proceed to perform only the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth as specified in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeSection 1 above.

Change Requests. Without invalidating this AgreementDuring the Pre-Closing Period, Owner may order changes if Purchaser or Seller identifies a potential change to the JV IT System or to any requirement or obligation of the IT Carve Out Agreement that would be necessary to ensure the continued operation of the Business from the JV Closing, then Purchaser and Seller shall, within ten (10) Business Days after such identification by Purchaser or Seller (or any longer period of time approved by the identifying Party), commence discussions of the matter in good faith, taking into account the costs of such change, and the time and human resources required for its implementation. If Purchaser and Seller reach an agreement with respect to such change, which agreement shall include an agreement on the allocation of the related costs and an adjustment of the affected timelines, including the Completion Milestone Target Date (as such term is defined in the Specifications or the Work consisting of additionsIT Carve Out Agreement), deletions or other revisions (if any) (each, a “ChangeChange Request”), Purchaser and Seller shall jointly update and amend the IT Carve Out Agreement and the applicable project plan schedule thereto, including deletion the Completion Milestone Date, to reflect the Change Request, whereupon such Change Request and associated updates and amendments to the IT Carve Out Agreement shall be binding on the Parties thereto. With respect to allocation of ▇▇▇▇ ▇ or the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work costs associated with Unit 6 or the Unit 5 Scrubber an applicable Change Request, unless otherwise agreed by Purchaser and does not intend to proceed with another contractor for such Work); providedSeller, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, for business and/or technical changes initiated by Purchaser, Purchaser shall be financially responsible for such costs, (b) any Work omitted, for business and/or technical changes initiated by Seller, Seller shall be financially responsible for such costs and (c) for business and/or technical changes initiated by both Purchaser and Seller or caused by a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated third Person affected by this Agreement without (including the prior written consent Seller Group’s respective suppliers (for clarity, other than EPCOS Germany’s third party contractors supporting the implementation of Ownerthe JV IT System) and customers and excluding Seller’s and Purchaser’s respective Affiliates, Representatives and third party contractors), Purchaser and Seller shall mutually determine the allocation of such costs. In addition, any such resulting agreement by Purchaser and Seller shall also include a description of any additional or changed Agreed Deviations (as such term is defined in the IT Carve Out Agreement) resulting from the Change Request. If Contractor determines that a Change is necessary agreed, the applicable Seller Group member or advisable for any reasonPurchaser Group member, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner as the case may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materialsbe, shall submit implement such Change Request prior to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeJV Closing.

Change Requests. Without invalidating this Agreement, Owner may order changes in the Specifications or the Work consisting of additions, deletions or other revisions (each, a “Change”), including deletion of ▇▇▇▇ ▇ or the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does not intend to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease Subject to this Section 2.7, NICO may propose any change to the Transition Services by written notice to Reinsureds specifying the proposed change in the quantity of any Work,reasonable detail (“Change Request”). (b) The relevant Transition Services Provider shall provide NICO with a reasonably detailed outline specification in writing (an “Evaluation Report”) describing the nature of the change, an assessment of any Work omitted,impact of the change on the Transition Services and the fees therefor, an estimate of the time required to implement the change, and a comprehensive list of the charges for the implementation of the Change Request (“Change Request Charges”) within ten (10) Business Days of receiving the Change Request (unless otherwise mutually agreed by the Parties). NICO shall compensate the relevant Transition Services Provider at Hourly Rates for the preparation of the Evaluation Report. (c) a Change in NICO shall notify the character or quality or kind of any such Work, relevant Transition Services Provider within ten (d10) a Change in Business Days (unless otherwise mutually agreed by the levels, lines, position and dimensions of any part Parties) of the Project, (e) execution of additional Services of any kind prudent for date on which NICO received the completion of the Work, or (f) a Change in any specified sequence Evaluation Report whether or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner NICO wishes to proceed with the ChangeChange Request. (d) Thereafter, Owner the Parties shall, and the Reinsureds shall issue a written order cause the Transition Services Providers to, negotiate in good faith in relation to Contractor authorizing the Change Requests, and setting forth shall not unreasonably withhold any revisions consent or cause any delay in relation to this Agreement necessary to effect the Change (the “Change Order”)them. If Contractor refuses to accept such necessary revisions the Parties agree upon a Change Request and the corresponding Evaluation Report, or if the Parties agree on a variation thereof memorialized in writing, this Transition Services Agreement and the Change Order, Owner Schedules hereto shall be entitled deemed amended to require Contractor to continue to perform its obligations hereunder as would be modified by include the terms and conditions of such agreed-upon Change Order; provided, that, if Owner requires Contractor to so perform, (x) Request and Evaluation Report or other writing. If the Parties shall resolve cannot agree upon a Change Request or a Service Provider’s Evaluation Report (including any Change Request Charges) or a variation thereof, each of the Dispute over Parties may refer the necessary revisions matter to be resolved in accordance with the dispute resolution procedures set forth in Article 28 and Section 6.2. (ye) if The relevant Transition Services Provider shall invoice NICO for the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant Request Charges resulting from the implementation of any changes to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery Transition Services that arise out of any Owner Equipment or a delay resulting from a defect agreed Change Request and NICO shall remit payment in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply accordance with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeArticle III hereof.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the approved final drawings --------------- shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the approved final drawings and/or for any work other than the Work described in the Specifications or approved final drawings ("Change Requests") and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of ▇▇▇▇ ▇ or this Section 11. Prior to commencing any additional work related to the Unit 5 Scrubber approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor (such deletion being only "Change Order") in the event: (x) Owner standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is denied customarily used in the DENR permit business. Costs related to approved Change Requests and Change Orders shall include, without limitation, any architectural or design fees, Landlord's construction fee for Unit 6overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or (yto pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and/or Change Orders, and does not intend Landlord may proceed to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of perform only the Work, or (f) a Change in any as specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such Changefinal drawings.

Change Requests. Without invalidating this AgreementA. No changes to the Approved Plan requested by Tenant shall be made without Landlord’s prior approval, Owner may order changes in the Specifications or the Work consisting of additions, deletions or other revisions (each, a “Change”), including deletion of ▇▇▇▇ ▇ or the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does which approval shall not intend to proceed with another contractor for such Work)be unreasonably withheld; provided, however, that Owner may not delete all Work through this Article. Without limiting no change request shall affect the generality structure of the foregoingBuilding. Any changes to the Approved Plan shall be in writing and shall be signed by both Landlord and Tenant prior to the change being made. Tenant shall not instruct or direct Landlord’s contractor, Owner may order: (a) an increase workmen, subcontractors, material suppliers, or decrease in others performing the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part construction of the Project, (e) execution of additional Services of any kind prudent for Tenant Improvements. Tenant shall direct all inquiries and requests relating to the completion of the Work, or (f) a Change in any specified sequence construction work to Landlord or timing of the ServicesLandlord’s designated agent. If Owner desires to make a Change, it Tenant shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal responsible for any necessary modifications to the Work, the Contract Price added costs or the Schedule, and (iii) Contractordelays resulting from Tenant’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions actions which are contrary to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions Paragraph3. B. Tenant shall pay Landlord in the Change Ordercash, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days days after receipt of an itemized written ▇▇▇▇ from Landlord, any additional costs for changes requested by Tenant, including, without limitation, architectural fees and increases in construction costs caused by the delay. A change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the change. The Lease, at Landlord’s option, shall commence on the date it would have otherwise commenced but for any such delays. C. As soon as reasonably possible after receipt of resolution. If Contractor experiences a written change request from Tenant, Landlord shall notify Tenant of Landlord’s approval or disapproval of the request; and, if the request is approved, of an estimated increase in costs, if any, and an estimate of the effect the change shall have on the projected date for substantial completion of the Tenant Improvements. D. Landlord shall have the authority, without the consent of Tenant, to order minor changes in the Tenant Improvements not involving an increase in costs cost to Tenant or a delay in Contractor’s ability to perform the Work due to a delay in Lease Commencement Date and not inconsistent with the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach intent of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeApproved Plan.

Change Requests. Without invalidating this Agreement, Owner may order No changes or revisions to the approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the approved Final Drawings and/or for any work other than the Work described in the Specifications or approved Final Drawings ("Change Requests") and the Work consisting approval by Landlord of additions, deletions or other revisions (each, a “Change”such Change Request(s), including deletion which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of ▇▇▇▇ ▇ or this Section 11. Prior to commencing any additional work related to the Unit 5 Scrubber approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor (such deletion being only "Change Order") in the event: (x) Owner standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is denied customarily used in the DENR permit business. Costs related to approved Change Requests and Change Orders shall include, without limitation, any architectural or design fees, Landlord's construction fee for Unit 6overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or (yto pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and/or Change Orders, and does not intend Landlord may proceed to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of perform only the Work, or (f) a Change in any as specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeFinal Drawings.

Change Requests. Without invalidating this Agreement4.3.1 Verizon and Supplier may, Owner may order changes in the Specifications or the Work consisting of at any time, agree to make additions, deletions or other revisions modifications to a previously requested Service or Software through the Change Request Process set forth in Section 4.3.2 below. Such requests may include one or more documents appended thereto, all of which collectively shall comprise the requests. Change Requests shall be in the form appended hereto as Exhibit B. The parties acknowledge and agree that Change Requests shall not be used when the work requested will involve creation of new Custom Software or Paid Work Product, the ownership of which has not been previously agreed upon in an Authorization Letter. 4.3.2 Upon receipt of any proposed Change Request from Verizon, Supplier will provide to Verizon (eachi) a written a description of the work Supplier anticipates performing in order to effectuate requested change(s), (ii) a schedule for commencing and completing such work, and (iii) the costs to Verizon associated with such change(s) or services. If Verizon elects to have Supplier perform the changes requested, Verizon will have such Change Request signed by an authorized representative and Supplier shall then also have such Change Request signed by an authorized representative. A Change Request shall not be valid and neither Supplier nor Verizon will incur any liability thereunder until signed and approved by authorized representatives of both Parties (the “ChangeChange Request Process”), including deletion of ▇▇▇▇ ▇ . 4.3.3 Except as otherwise provided in a Change Request (or the Unit 5 Scrubber underlying Authorization Letter), Verizon may cancel or reschedule Change Requests for convenience, in whole or in part, by providing at least thirty (30) days written notice to Supplier. Supplier shall promptly curtail all activities in respect of such deletion being only Services in the event: Change Request. Except as otherwise provided in the Change Request (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does not intend underlying Authorization Letter), Verizon’s sole liability to proceed with another contractor Supplier under such cancelled Change Request will be the payment of all amounts due Supplier for work performed as supported by reasonable documentation through the effective date of cancellation. Where such work was to be paid on delivery of a Milestone or Deliverable, charges for such Work); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it work shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined based on a time and materials basis utilizing calculated as number of hours worked at $150 per hour (no hours prior to the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt execution of such noticeChange Request shall be included) for any work in progress, Contractor’s Project Manager shall promptly notify Owner capped at 75% of the payment due for such work in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such the applicable Change Request (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, underlying Authorization Letter) for such Milestone or Deliverable, unless other termination fees or charges are specified under such Authorization Letter (ii) Contractor’s proposal for any necessary modifications to the Work, the Contract Price in which case such stated termination fees or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to charges shall be in lieu of any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Orderpartial payments); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such Change.

Change Requests. Without invalidating this Agreement, Owner may order changes No revisions to the approved Final Plans and Specifications shall be made by either Landlord or Tenant unless approved in writing by both parties. Any request by Tenant or Landlord for a change in the Office Improvements after final approval of the Final Plans and Specifications or the Work consisting of additions, deletions or other revisions by Landlord and Tenant (each, a “ChangeChange Request”), including deletion of ▇▇▇▇ ▇ or the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does not intend to proceed with another contractor for such Work); provided, that Owner may not delete all Work through this Article. Without limiting the generality of the foregoing, Owner may order: (a) an increase or decrease in the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part of the Project, (e) execution of additional Services of any kind prudent for the completion of the Work, or (f) a Change in any specified sequence or timing of the Services. If Owner desires to make a Change, it shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal for any necessary modifications presented to the Work, non-requesting party in writing and shall be accompanied by all information necessary to clearly identify and explain the Contract Price or the Schedule, and (iii) Contractor’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guaranteesproposed change. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as As soon as practicable after receipt of such submittal and supporting documentationChange Request from Tenant, respond Landlord shall notify Tenant in writing of the estimated cost of such Change Request as well as the estimated increase in construction time caused by the Change Request, if any. Tenant shall approve or disapprove such estimates in writing within three (3) business days after receipt of Landlord’s notice. Upon receipt of such written approval, Landlord shall be authorized to cause General Contractor to proceed with any comments implementation of the Change Request. If Tenant disputes such estimates, or questions. Contractor fails to approve in writing such estimates within such three (3) business day period, Landlord shall not delay be required to proceed with such Change Request, and all costs incurred by Landlord or General Contractor in preparing such estimates shall be included in the cost of the Office Improvements, which cost shall be paid by Tenant; provided, however, that the parties shall promptly negotiate in good faith to resolve any Work while awaiting a responsedispute over the Change Request. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not Landlord is instructed in writing by Tenant to proceed with a ChangeChange Request prior to determination of the increased cost or increased construction time resulting from such Change Request and without approval of such increase by Tenant, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions in the Change Order, Owner amount thereof shall be entitled determined by Landlord upon completion of the Office Improvements, subject only to require Landlord furnishing to Tenant appropriate back-up information from the General Contractor to continue to perform its obligations hereunder as would be modified by concerning the Change Order; provided, thatincreased costs and increased construction time, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days after the date of resolution. If Contractor experiences an increase in costs or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach of the Owner Equipment Contracts by the suppliers of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such Changeany.

Change Requests. Without invalidating this AgreementA. No changes to the Approved Plan requested by Tenant shall be made without Landlord’s prior approval, Owner may order changes in the Specifications or the Work consisting of additions, deletions or other revisions (each, a “Change”), including deletion of ▇▇▇▇ ▇ or the Unit 5 Scrubber (such deletion being only in the event: (x) Owner is denied the DENR permit for Unit 6, or (y) Owner has cancelled the Work associated with Unit 6 or the Unit 5 Scrubber and does which approval shall not intend to proceed with another contractor for such Work)be unreasonably withheld; provided, that Owner may not delete all Work through this Article. Without limiting however, no change request shall affect the generality structure of the foregoingBuilding. Any changes to the Approved Plan shall be in writing and shall be signed by both Landlord and Tenant prior to the change being made. Tenant shall not instruct or direct Landlord’s contractor, Owner may order: (a) an increase workmen, subcontractors, material suppliers, or decrease in others performing the quantity of any Work, (b) any Work omitted, (c) a Change in the character or quality or kind of any such Work, (d) a Change in the levels, lines, position and dimensions of any part construction of the Project, (e) execution of additional Services of any kind prudent for Tenant Improvements. Tenant shall direct all inquiries and requests relating to the completion of the Work, or (f) a Change in any specified sequence construction work to Landlord or timing of the ServicesLandlord’s designated agent. If Owner desires to make a Change, it Tenant shall submit a written proposal to Contractor describing the Change requested. Contractor shall promptly review Owner’s proposal and submit to Owner an estimate of the cost to develop a Change Order for such Change, such development costs to be determined on a time and materials basis utilizing the rates set forth in Exhibit K. If the estimated costs to develop the Change Order are reasonably acceptable to Owner, Owner shall promptly provide notice thereof to Contractor in writing. Upon receipt of such notice, Contractor’s Project Manager shall promptly notify Owner in writing, as soon as practicable, either by giving reasons why Contractor, either directly or indirectly through a Subcontractor, could not effect such Change (if this is the case) or by submitting a proposed Change Order, which shall include in reasonable detail: (i) the effect and impact, if any, that the Change would have, in Contractor’s reasonable judgment, on the Work, the Contract Price or the Schedule, (ii) Contractor’s proposal responsible for any necessary modifications to the Work, the Contract Price added costs or the Schedule, and (iii) Contractordelays resulting from Tenant’s proposal for any necessary modifications to any other provisions of this Agreement, including the Specifications, the Milestones, the Milestone Payments or the Performance Guarantees. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Notwithstanding the foregoing, Contractor shall not be entitled to any increase in the Contract Price or any extension of the Schedule if such Change was necessary as a result of a breach by Contractor of this Agreement. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. Contractor shall not delay any Work while awaiting a response. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. If Owner decides not to proceed with a Change, it shall reimburse Contractor for its efforts in developing the estimates and other information regarding the potential Change, on a time and material basis utilizing the rates set forth in Exhibit K (such reimbursement to be either outside the Contract Price or through a separate Change Order); provided, that Owner shall only be required to reimburse Contractor if Contractor has complied with the cost proposal requirements set forth above. If Owner wishes to proceed with the Change, Owner shall issue a written order to Contractor authorizing the Change and setting forth any revisions actions which are contrary to this Agreement necessary to effect the Change (the “Change Order”). If Contractor refuses to accept such necessary revisions Section 3. B. Tenant shall pay Landlord in the Change Ordercash, Owner shall be entitled to require Contractor to continue to perform its obligations hereunder as would be modified by the Change Order; provided, that, if Owner requires Contractor to so perform, (x) the Parties shall resolve the Dispute over the necessary revisions in accordance with the dispute resolution procedures set forth in Article 28 and (y) if the Change requires additional or disputed Work, Owner shall continue to pay Contractor pursuant to the payment terms hereof based, subject to resolution of the Dispute pursuant to Article 28, on the time and materials rates set forth in Exhibit K. Once the Dispute is resolved, any amount owing will be paid within thirty (30) Days days after receipt of an itemized written ▇▇▇▇ from Landlord, any additional costs for changes requested by Tenant, including, without limitation, architectural fees and increases in construction costs caused by the delay. A change request shall constitute an agreement by Tenant to any reasonable delay in substantial completion caused by reviewing, processing and implementing the change. Substantial completion of the Tenant Improvements shall be deemed to have occurred on the date it would have otherwise occurred but for any such delays. C. As soon as reasonably possible after receipt of resolution. If Contractor experiences a written change request from Tenant, Landlord shall notify Tenant of Landlord’s approval or disapproval of the request; and, if the request is approved, of an estimated increase in costs, if any, and an estimate of the effect the change shall have on the projected date for substantial completion of the Tenant Improvements. D. Landlord shall have the authority, without the consent of Tenant, to order minor changes in the Tenant Improvements not involving an increase in costs cost to Tenant or a delay in Contractor’s ability to perform the Work due to a delay in the delivery of any Owner Equipment or a delay resulting from a defect in any Owner Equipment or a breach substantial completion of the Owner Equipment Contracts by Tenant Improvements and not inconsistent with the suppliers intent of the Owner Equipment, and such delay or defect is not the result of Contractor’s failure to comply with the requirements of this Agreement, Contractor shall be entitled to a Change and an equitable adjustment in the Contract Price and/or the Schedule. Contractor shall have the right to request a Change but shall have no right to require a Change which is not contemplated by this Agreement without the prior written consent of Owner. If Contractor determines that a Change is necessary or advisable for any reason, including a Change in Law, Contractor shall give Owner written notice within twenty-one (21) Days thereof. Owner may include in any Change Order provision that any additional Services shall be performed and any additional Equipment shall be provided on a time and materials basis. Contractor shall then be paid for such Work under the terms set out in Exhibit K. Contractor shall furnish to Owner such receipts or other vouchers as may be necessary to prove the amounts paid and labor performed and, before ordering materials, shall submit to Owner quotations for the same for its approval (such approval not to be unreasonably delayed or withheld). Promptly after the end of each month, Contractor shall deliver to Owner a priced statement of the labor and materials used during such month associated with such ChangeApproved Plan.