Common use of Tenant Changes Clause in Contracts

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

Tenant Changes. Landlord mayTenant may request a change, but shall not be obligated to, approve any Tenant Change on addition or alteration in Tenant’s Improvements as shown by the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the TI Plans after final approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing the TI Plans (a “LandlordChange Order”) by delivery of a written request to Landlord for its approval and for the general contractor’s determination of (i) the increase in the cost of work to implement the Change Estimate Notice”Order, which includes any costs associated with delays in completing Tenant’s Improvements as a result of implementing the Change Order, and (ii) the estimated costs of design and/or delay, if any, in the construction of the Tenant Improvements occasioned by the Change Order. ▇▇▇▇▇▇▇▇’s architect shall complete all working drawings necessary to show the change, addition or Landlord Work that Landlord determines alteration, and a Change Order which will be incurred as a consequence of such submitted to Tenant for signature. If Tenant does not sign and return the Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, Order to Landlord within three Business Days following (3) business days after receipt of Landlord’s Change Estimate Noticethe same, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to have withdrawn its request for the Change Order and Landlord shall have no obligation to complete the work in the Change Order. If Tenant executes and delivers the Change Order back to Landlord within three (3) business days after ▇▇▇▇▇▇ receives the same, Landlord shall effect the Change Order, the Costs shall be a withdrawal increased by costs to complete the work in the Change Order and any performance dates for Tenant’s Improvements shall be extended by the delay in completing Tenant’s Improvements caused by the Change Order. If the Costs are increased because of the applicable Change Order, Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from pay such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and additional Costs to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at prior to Landlord’s sole cost and expense obligation to complete the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement DateOrder. Landlord shall be authorized to proceed with may decline any proposed Change Order if the change materially deviates from the work described in a Tenant Change upon receipt ▇▇▇▇▇▇’s Specs, would delay completion of the Tenant’s notice Improvements or would require Landlord to proceed following the giving of Landlord’s Change Estimate Noticeobtain any new licenses, permits or approvals or amend any existing licenses, permits or approvals.

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

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

Tenant Changes. Landlord may, but (i) Tenant shall not be obligated tomake nor permit any alterations, approve installations, additions or improvements in or to the Demised Premises (including Tenant’s Initial Work), the Roof Top Garden Space or the electrical, plumbing, mechanical or Base HVAC System or other Base Systems serving the Demised Premises or Tenant’s Roof Top Space (collectively, “Tenant Changes”) except in accordance with the terms of this Article and other applicable provisions of this Lease. (ii) If Tenant desires to perform any Tenant Change on the condition that Changes, Tenant shall pay give Landlord not less than ten (10) Business Days’ prior notice of its intention to make such Tenant Changes (which notice shall include Tenant’s Final Working Drawings, DDs or SDs, as applicable, for such Tenant Changes) or such longer period as may be required under the Unit Ground Lease with respect to “Material Alterations” (as defined in full, in advance the Unit Ground Lease). If Landlord reasonably requires any additional information or clarification and so notifies Tenant within such ten (10) (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”longer) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, within three Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting (or within five (5) Business Days from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice resubmission of Final Working Drawings or SDs or DDs, as the case may be, in the case of resubmission of Final Working Drawings or SDs or DDs, as the case may be, or such longer period as may be required under the Unit Ground Lease with respect to proceed following Material Alterations), Tenant shall promptly provide such additional information or clarification, as the giving of case may be, it being understood and agreed that Landlord shall request any such additional information or clarification in good faith. If Landlord shall fail to respond to Tenant’s request for a Tenant Change within ten (10) Business Days or longer period, as the case may be, after receiving such request (or within five (5) Business Days or longer required period, as the case may be, from Landlord’s Change Estimate Notice.receipt of Tenant’s resubmission of Final Working Drawings (or SDs or DDs, as the case may be), in the case of any resubmission thereof), or if Landlord has requested additional information or clarification from Tenant as hereinabove provided, within ten (10) Business Days after receipt by Landlord of such additional information or clarification, (or within five (5) Business Days from Landlord’s receipt of Tenant’s resubmission of Final Working Drawings (or SDs or DDs, as the case may be), in the case of resubmission of Final Working Drawings (or SDs or DDs, as the case may be)) then Tenant shall have the right to give Landlord a reminder notice, which reminder notice shall contain the following caption on the first page thereof in bold and capitalized type:

Tenant Changes. Any changes requested by Tenant to Landlord's Plans and Landlord's Work after the date of this Lease and any changes to Tenant's Improvement Plans and Tenant's Improvement Work requested by Tenant after approval of the Tenant's Improvement Plans by Landlord mayshall be requested and instituted in accordance with the provisions of this Section 1.7 and shall be subject to the written approval of Landlord after consultation with the Project Architect. 1.7.1 From time to time after the Tenant's Improvement Plans have been approved by Landlord, but shall not be obligated to, approve Tenant may request changes to the Tenant's Improvement Plans or request changes to the Tenant's Improvement Work already completed ("Tenant Changes") by notifying Landlord in writing of the nature and extent of any such Tenant Change on and, if the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence nature of such Tenant Change requires revisions to Tenant's Improvement Plans, then Tenant's Designer shall revise Tenant's Improvement Plans. Such notice must be signed by at least one of Tenant's Construction Representatives (as that term is defined in Section 9.1 of this Exhibit "D") or Landlord shall not be required to process such Tenant Change request. Landlord shall, before proceeding with a Tenant Change, use its best efforts to respond to Tenant as soon as is reasonably possible with an estimate of (i) the time it will take Landlord to analyze the requested Tenant Change, and (ii) the architectural and engineering fees and costs which will be incurred in order to analyze the requested Tenant Change, and thereafter submit to Tenant in writing, within seven (7) business days after Tenant notifies Landlord of the requested Tenant Change (or such longer period of time as is reasonably required depending on the extent of Tenant's Change request), an order analysis of magnitude basis the additional cost or savings involved, including without limitation architectural and shall provide Tenant with engineering costs and the estimated Tenant Delayperiod of time, if any, on account that the Tenant Change will extend the time for completion of such proposed Tenant's Improvement Work. Any delay caused by Landlord's failure to deliver to Tenant ChangeLandlord's analysis of a Tenant Change within the time herein provided shall be a Landlord-Caused Delay. If Tenant shallfails to expressly approve or disapprove in writing Landlord's submission within five (5) business days of receipt thereof, within three Business Days following receipt then each day of delay in the Tenant's approval or disapproval of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw 's submission beyond such Tenant Change. Tenant’s failure to respond in such three Business Day five (5) business day period shall be deemed to be a withdrawal of the applicable Tenant ChangeTenant-Caused Delay. The cost time for completion of any Tenant's Improvement Work shall be extended one day for each day of delay caused by analyzing and processing Tenant's request for a Tenant Change shall be determined on a net basis; i.e. taking into account whether or not the savingscost or savings and the extension of time for completion of Tenant's Improvement Work, if any, resulting from is approved by Tenant and such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount delay shall be adjusted a Tenant-Caused Delay. 1.7.2 If Tenant approves in writing the cost or savings and the extension in the time for any completion of the Tenant's Improvement Work, if any, Landlord shall cause the approved Tenant ChangeChange to be instituted. If The time for completion of the Tenant's Improvement Work shall be extended one day for each day of delay caused by instituting the Tenant Change requested by Tenant and such delay shall be a Tenant-Caused Delay. Delays resulting directly from Tenant's Designer's failure to modify the Tenant Improvement Plans to the extent that Landlord initiates any change orders necessary to determine the cost or savings and the extension in the time for completion of Tenant's Improvement Work as a result of a Tenant Improvements, such change orders Change requested by Tenant shall be Tenant-Caused Delays. 1.7.3 Tenant shall reimburse Landlord, at Landlord’s its sole cost and expense expense, for all architectural and engineering fees and costs incurred by Landlord in connection with modifications and revisions to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work LetterLandlord's Plans or Tenant's Improvement Plans, Tenant acknowledges that any extension of time due to which result from a Tenant Change will request and/or instituting the Tenant Change. 1.7.4 Notwithstanding anything to the contrary in this Section 1.7, Tenant shall not cause an extension of any Rent Commencement Date. be responsible for architectural and/or engineering fees and costs incurred by Landlord shall be authorized to proceed with work described in and the Project Architect and delays which result from a Tenant Change request if such fees and costs and/or delays are immaterial in nature; provided, however, if Landlord and Tenant are unable to agree upon receipt whether such architectural and/or engineering fees and costs and/or delays which result from a Tenant Change requested by Tenant are immaterial, then such dispute shall be resolved in accordance with Article 11 of Tenant’s notice this Exhibit "D". 1.7.5 Landlord and Tenant agree that time and strict punctual performance are of the essence with respect to proceed following the giving of Landlord’s Change Estimate Noticethis Article 1 and that each shall use due diligence in performing their respective obligations pursuant to this Article 1.

Tenant Changes. Any changes requested by Tenant to the Construction Documents after approval of the Construction Documents by Landlord mayshall be requested and instituted in accordance with the provisions of this Section 1.8 and shall be subject to the written approval of Landlord after consultation with the Project Architect. The parties recognize that any such change may delay completion of the Landlord’s Work, but shall not which will be obligated toTenant-Caused Delays. The parties agree to use reasonable and good faith efforts to initially do proper planning and designing for the Landlord’s Work, approve within the time schedule specified in the Development Schedule, in order to minimize the need for later change. However, the parties also recognize that it is important to have the completed Demised Premises suitable for Tenant’s business operations, and that if changes are in fact necessary to make the Demised Premises suitable, then said changes will need to be made. 1.8.1 From time to time after the Construction Documents have been approved by Landlord, Tenant may request changes to the Construction Documents or request changes to the Landlord’s Work already completed (“Tenant Changes”) by notifying Landlord in writing of the nature and extent of any such Tenant Change on as per section 1.5.4 above; and if the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence nature of such Tenant Change requires revisions to the Construction Documents then the Project Architect shall revise the Construction Documents. Such notice must be signed by at least one of Tenant’s Construction Representatives (as that term is defined in Section 7.1 of this Exhibit B) or Landlord shall not be required to process such Tenant Change request. Landlord shall, before proceeding with a Tenant Change, use its best efforts to respond to Tenant as soon as is reasonably possible with an estimate of (i) the time it will take Landlord to analyze the requested Tenant Change, and (ii) the architectural and engineering fees and costs which will be incurred in order to analyze the requested Tenant Change, and thereafter submit to Tenant in writing, within ten (10) business days after Tenant notifies Landlord of the requested Tenant Change (or such longer period of time as is reasonably required depending on the extent of Tenant’s Change request), an order analysis of magnitude basis the additional cost or savings involved, including without limitation architectural and shall provide Tenant with engineering costs, and the estimated Tenant Delayperiod of time, if any, on account of such proposed that the Tenant Change. Tenant shall, within three Business Days following receipt Change will extend the time for completion of Landlord’s Change Estimate Notice, notify Landlord Work. If Tenant fails to expressly approve or disapprove in writing whether it desires to proceed with Landlord’s submission within two (2) business days of receipt thereof, then each day of delay in the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in approval or disapproval of Landlord’s submission beyond such three Business Day two (2) business day period shall be deemed to be a withdrawal Tenant-Caused Delay. In addition, so long as Landlord proceeds diligently, each day of delay in Landlord’s subsequent repricing or reanalysis of the applicable same, or substantially same, Tenant Change. The cost of any Tenant Change , shall be determined on a net basis; i.e. taking into account Tenant-Caused Delay. 1.8.2 If Tenant approves in writing the savingscost or savings and the extension in the time for completion of the Work, if any, resulting from such Landlord shall cause the approved Tenant Changechange to be instituted. To The time for completion of the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount Landlord’s Work shall be adjusted extended one day for any Tenant Change. If and to the extent that Landlord initiates any change orders in each day of delay caused by instituting the Tenant Improvements, Change requested by Tenant and such change orders delay shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate Notice-Caused Delay.

Tenant Changes. Landlord maySubject to the limitations set forth herein, but Tenant, at its sole cost and expense, shall have the right at any time and from time to time during the Term of this Lease to make changes and alterations to the Leased Premises (individually a "Tenant Change" and collectively, "Tenant Changes"), subject, however, in all cases, to the following: (i) Landlord's prior written consent shall be required in each instance of any Tenant's Change involving the structure or exterior of any building (which consent shall not be obligated tounreasonably withheld; it shall not be unreasonable for Landlord to withhold such consent if the same shall be in violation of any Facility Mortgage or if any Facility Mortgagee shall not give its consent to the same where its consent is required by the terms of such mortgage). (ii) In addition to the consent required under Section 5.05(a)(i) above, approve any Tenant Change on the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, whether or not structural or exterior, involving an estimated cost of more than $50,000.00 shall require the prior written consent of Landlord and, if applicable, any Facility Mortgagee. (iii) No Tenant Change shall be undertaken until the Tenant shall have procured and paid for all required permits and authorizations of all municipal departments and governmental subdivisions having jurisdiction; and, at Tenant's expense, Landlord shall provide join in application for such permits and authorizations whenever such action is necessary. (iv) No Tenant Change shall violate any Legal Requirement or Insurance Requirement applicable to the Leased Premises. (v) Any Tenant Change involving an estimated cost of more than $50,000.00 shall be conducted under the supervision of a licensed architect or engineer selected by Tenant and shall be made in accordance with detailed plans and specifications (the "Plans and Specifications") and cost estimates prepared by such architect or engineer and approved in writing by the Landlord, which approval Landlord agrees not to unreasonably withhold. (a “Landlord’s vi) Any Tenant Change Estimate Notice”) shall be made promptly and in good workmanlike manner and in compliance with all applicable permits, authorizations, building and zoning laws, and all laws, statutes, ordinances, rules and regulations of all Government Agencies having jurisdiction and in accordance with the estimated costs of design and/or construction orders, rules and regulations of the Tenant Improvements Board of Fire Insurance Underwriters and any other body hereafter exercising similar functions having or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with asserting jurisdiction over the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, within three Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. Leased Premises. (vii) The cost of any Tenant Change shall be determined on paid in cash or its equivalent by the Tenant, so that the Leased Premises shall at all times be free of liens for labor or materials supplied or claimed to have been supplied to the Leased Premises. (viii) Any such Tenant Change shall immediately be and become the property of the Landlord. (ix) Tenant shall carry all necessary worker's compensation insurance and shall furnish Landlord with evidence of any and all such coverage. (x) No Tenant Change shall tie-in or connect the Leased Premises with any property outside the Leased Premises without the prior written consent of the Landlord. (xi) No Tenant Change shall reduce the value of the Leased Premises or impair the structural integrity of any building comprising a net basis; i.e. taking into account part of the savingsLeased Premises, if any, resulting from it being understood and agreed that the fair market value of the Leased Premises including such Tenant Change shall be at least equal to or greater than the fair market value of the Leased Premises prior to such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate Notice.

Tenant Changes. Any changes to the 11120 Tenant Improvement Plans requested by Tenant (each, a “Tenant Change”) shall be requested and instituted in accordance with the provisions of this Section 2.9 and shall be subject to the written approval of Landlord. 2.9.1 Tenant may request Tenant Changes by notifying Landlord mayin writing in substantially the same form as the AIA standard change order form (a “Tenant Change Request”), but which Tenant Change Request shall detail the nature and extent of any requested Tenant Changes. 2.9.2 All Tenant Change Requests shall be subject to Landlord’s prior written approval, which approval Landlord shall not be obligated tounreasonably withhold (provided, approve however, that, in the event any Tenant Change on the condition that Tenant shall pay in fullwould, in advance Landlord’s sole but reasonable judgment, (or cause to be paid in full from a) delay the Substantial Completion of the Tenant Improvements AllowanceImprovements, (b) increase the 11120 Tenant Improvement Costs, (c) affect the structure of the 11120 Premises or the 11120 Building, (d) affect the mechanical, electrical, plumbing or other systems within or serving 11120 Building, (e) affect the exterior of the 11120 Building or (f) trigger any requirement under Applicable Laws that would require Landlord to make any alteration or improvement to the 11120 Premises, the 11120 Building or the Project, Landlord may withhold its approval with respect thereto in its sole and absolute discretion), any and all additional costs . Landlord shall have five (5) days after receipt of a Tenant Change Request to notify Tenant in writing of Landlord’s approval or expenses associated with rejection of the approval of said Tenant Change. If Landlord’s failure to respond within such five (5) day period shall be deemed approval by Landlord. In the event that Landlord approves a Change Request in accordance with this Section, Landlord shall, concurrently with such approval, notify Tenant if Landlord reasonably believes the corresponding Change will result in a delay in Substantial Completion. 2.9.3 Notwithstanding anything to the contrary in the Lease, Tenant shall request be solely responsible for all costs and expenses actually incurred by Landlord related to any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant ChangeChanges. Tenant shall, within three Business Days following receipt thirty (30) days of Landlord’s Change Estimate Noticereceiving an invoice therefore, notify pay to Landlord the amount of any such costs. 2.9.4 The Tenant Improvement Plans shall be automatically updated to include any Tenant Changes approved by Landlord in writing whether it desires to proceed accordance with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice to proceed following the giving of Landlord’s Change Estimate NoticeSection 2.9.

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

Tenant Changes. Any changes requested by Tenant to Landlord’s Plans and Landlord’s Work after the date of this Lease and any changes to Tenant’s Improvement Plans and Tenant’s Improvement Work requested by Tenant after approval of the Tenant’s Improvement Plans by Landlord mayshall be requested and instituted in accordance with the provisions of this Section 1.7 and shall be subject to the written approval of Landlord after consultation with the Project Architect. Landlord acknowledges that JNI Corporation, but shall the initial tenant, has not be obligated torequested any changes to Landlord’s Plans and Landlord’s Work from the date of this Lease through the date of the Second Amended and Restated Lease. 1.7.1 From time to time after the Tenant’s Improvement Plans have been approved by Landlord, approve Tenant may request changes to the Tenant’s Improvement Plans or request changes to the Tenant’s Improvement Work already completed (“Tenant Changes”) by notifying Landlord in writing of the nature and extent of any such Tenant Change on and, if the condition that Tenant shall pay in full, in advance (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence nature of such Tenant Change requires revisions to Tenant’s Improvement Plans, then Tenant’s Designer shall revise Tenant’s Improvement Plans. Such notice must be signed by at least one of Tenant’s Construction Representatives (as that term is defined in Section 9.1 of this Exhibit “D”) or Landlord shall not be required to process such Tenant Change request. Landlord shall, before proceeding with a Tenant Change, use its best efforts to respond to Tenant as soon as is reasonably possible with an estimate of (i) the time it will take Landlord to analyze the requested Tenant Change, and (ii) the architectural and engineering fees and costs which will be incurred in order to analyze the requested Tenant Change, and thereafter submit to Tenant in writing, within seven (7) business days after Tenant notifies Landlord of the requested Tenant Change (or such longer period of time as is reasonably required depending on the extent of Tenant’s Change request), an order analysis of magnitude basis the additional cost or savings involved, including without limitation architectural and shall provide Tenant with engineering costs and the estimated Tenant Delayperiod of time, if any, on account that the Tenant Change will extend the time for completion of such proposed Tenant’s Improvement Work. Any delay caused by Landlord’s failure to deliver to Tenant ChangeLandlord’s analysis of a Tenant Change within the time herein provided shall be a Landlord-Caused Delay. If Tenant shallfails to expressly approve or disapprove in writing Landlord’s submission within five (5) business days of receipt thereof, within three Business Days following receipt then each day of delay in the Tenant’s approval or disapproval of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw submission beyond such Tenant Change. Tenant’s failure to respond in such three Business Day five (5) business day period shall be deemed to be a withdrawal of the applicable Tenant ChangeTenant-Caused Delay. The cost time for completion of any Tenant’s Improvement Work shall be extended one day for each day of delay caused by analyzing and processing Tenant’s request for a Tenant Change shall be determined on a net basis; i.e. taking into account whether or not the savingscost or savings and the extension of time for completion of Tenant’s Improvement Work, if any, resulting from is approved by Tenant and such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount delay shall be adjusted for any Tenant Changea Tenant-Caused Delay. If and Landlord shall, to the extent that reasonably feasible, continue with Tenant’s Improvement Work not related to the Tenant Change pending the processing of a Tenant Change request. 1.7.2 If Tenant approves in writing the cost or savings and the extension in the time for completion of the Tenant’s Improvement Work, if any, Landlord initiates any change orders shall cause the approved Tenant Change to be instituted. The time for completion of the Tenant’s Improvement Work shall be extended one day for each day of delay caused by instituting the Tenant Change requested by Tenant and such delay shall be a Tenant-Caused Delay. Delays resulting directly from Tenant’s Designer’s failure to modify the Tenant Improvement Plans to the extent necessary to determine the cost or savings and the extension in the time for completion of Tenant’s Improvement Work as a result of a Tenant Change requested by Tenant shall be Tenant-Caused Delays. 1.7.3 Tenant shall reimburse Landlord, at its sole cost and expense, for all architectural and engineering fees and costs incurred by Landlord in connection with modifications and revisions to Landlord’s Plans or Tenant’s Improvement Plans, which result from a Tenant Change request and/or instituting the Tenant Change, which are in excess of the amounts remaining in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense Improvement Fund . 1.7.4 Notwithstanding anything to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of contrary in this Tenant Work LetterSection 1.7, Tenant acknowledges that any extension of time due to shall not be responsible for architectural and/or engineering fees and costs incurred by Landlord and the Project Architect and delays which result from a Tenant Change will not cause an extension of any Rent Commencement Date. request if such fees and costs and/or delays are immaterial in nature; provided, however, if Landlord shall be authorized and Tenant are unable to proceed with work described in agree upon whether such architectural and/or engineering fees and costs and/or delays which result from a Tenant Change upon receipt requested by Tenant are immaterial, then such dispute shall be resolved in accordance with Article 11 of Tenant’s notice this Exhibit “D”. 1.7.5 Landlord and Tenant agree that time and strict punctual performance are of the essence with respect to proceed following the giving of Landlord’s Change Estimate Noticethis Article 1 and that each shall use due diligence in performing their respective obligations pursuant to this Article 1.

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

Tenant Changes. Landlord may, but (i) Tenant shall not be obligated tomake nor permit any alterations, approve installations, additions or improvements in or to the Demised Premises (including Tenant’s Initial Work) or the electrical, plumbing, mechanical or Base HVAC System or other Base Systems serving the Demised Premises (collectively, “Tenant Changes”) except in accordance with the terms of this Article and other applicable provisions of this Lease. (ii) If Tenant desires to perform any Tenant Change on the condition that Changes, Tenant shall pay give Landlord not less than ten (10) Business Days’ prior notice of its intention to make such Tenant Changes (which notice shall include Tenant’s Final Working Drawings, DDs or SDs, as applicable, for such Tenant Changes) or such longer period as may be required under the Unit Ground Lease with respect to “Material Alterations” (as defined in full, in advance the Unit Ground Lease). If Landlord reasonably requires any additional information or clarification and so notifies Tenant within such ten (10) (or cause to be paid in full from the Tenant Improvements Allowance), any and all additional costs or expenses associated with the approval of said Tenant Change. If Tenant shall request any Tenant Change, Landlord shall provide Tenant in writing (a “Landlord’s Change Estimate Notice”longer) the estimated costs of design and/or construction of the Tenant Improvements or Landlord Work that Landlord determines will be incurred as a consequence of such Tenant Change on an order of magnitude basis and shall provide Tenant with the estimated Tenant Delay, if any, on account of such proposed Tenant Change. Tenant shall, within three Business Days following receipt of Landlord’s Change Estimate Notice, notify Landlord in writing whether it desires to proceed with the applicable Tenant Change or withdraw such Tenant Change. Tenant’s failure to respond in such three Business Day period shall be deemed to be a withdrawal of the applicable Tenant Change. The cost of any Tenant Change shall be determined on a net basis; i.e. taking into account the savings, if any, resulting (or within five (5) Business Days from such Tenant Change. To the extent that there is no remaining unutilized Tenant Improvements Allowance, the Over-Allowance Amount shall be adjusted for any Tenant Change. If and to the extent that Landlord initiates any change orders in the Tenant Improvements, such change orders shall be at Landlord’s sole cost and expense to the extent that the net cost of such changes exceed the costs that would have been incurred but for such change. Without limiting the generality of any provisions of this Tenant Work Letter, Tenant acknowledges that any extension of time due to a Tenant Change will not cause an extension of any Rent Commencement Date. Landlord shall be authorized to proceed with work described in a Tenant Change upon receipt of Tenant’s notice resubmission of Final Working Drawings or SDs or DDs, as the case may be, in the case of resubmission of Final Working Drawings or SDs or DDs, as the case may be, or such longer period as may be required under the Unit Ground Lease with respect to proceed following Material Alterations), Tenant shall promptly provide such additional information or clarification, as the giving of case may be, it being understood and agreed that Landlord shall request any such additional information or clarification in good faith. If Landlord shall fail to respond to Tenant’s request for a Tenant Change within ten (10) Business Days or longer period, as the case may be, after receiving such request (or within five (5) Business Days or longer required period, as the case may be, from Landlord’s Change Estimate Notice.receipt of Tenant’s resubmission of Final Working Drawings (or SDs or DDs, as the case may be), in the case of any resubmission thereof), or if Landlord has requested additional information or clarification from Tenant as hereinabove provided, within ten (10) Business Days after receipt by Landlord of such additional information or clarification, (or within five (5) Business Days from Landlord’s receipt of Tenant’s resubmission of Final Working Drawings (or SDs or DDs, as the case may be), in the case of resubmission of Final Working Drawings (or SDs or DDs, as the case may be)) then Tenant shall have the right to give Landlord a reminder notice, which reminder notice shall contain the following caption on the first page thereof in bold and capitalized type: