Common use of Working Drawings Clause in Contracts

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

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

Working Drawings. Landlord shall cause the TI Tl Architect to prepare and deliver to Tenant for review and comment the construction plans, specifications and drawings for the Tenant Improvements (“TI Tl Construction Drawings”), which TI Tl Construction Drawings shall be prepared substantially in accordance with the Space PlanTl Design Program approved by Landlord and Tenant (together, the “Tl Design Drawings”) and comply in all respects with the Landlord/Tenant Responsibility Matrix and the LEED standards attached hereto as Schedule 2(d) and the WELL standard attached hereto as Schedule 2(e). Tenant shall be solely responsible for ensuring that the TI Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Tl Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Tl Design Drawings without submitting a Change Request. Landlord and the TI Tl Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(e) hereof. Provided that the design reflected in the TI Tl Construction Drawings is substantially in accordance consistent with the Space PlanTl Design Drawings, Tenant shall approve in writing the TI Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Tl Construction Drawings except as may be reasonably required in connection with the issuance of the TI Tl Permit (as defined in Section 3(b) below).

Working Drawings. Not later than 5 days following the approval of the Space Plan, Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord After the Space Plan has been approved by Landlord, Tenant shall cause the TI Tenant’s Architect to prepare compile a fully coordinated set of architectural, structural, mechanical, electrical and deliver plumbing working drawings in a form which is complete to Tenant for review allow subcontractors to bid on the work and comment construction plansto obtain all applicable permits (collectively, specifications and drawings for the Tenant Improvements (“TI Construction Working Drawings”) and submit the same to Landlord for Landlord’s approval (Landlord’s approval not to be unreasonably withheld or conditioned), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that supply Landlord with four (4) copies of the TI Construction Drawings reflect Tenant’s requirements for the Working Drawings. Landlord shall advise Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days in writing within ten (10) Business Days after TenantLandlord’s receipt of the same; provided, however, that draft Working Drawings if the same are unsatisfactory or incomplete in any respect. If Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Planso advised, Tenant shall cause Tenant’s Architect to revise the Working Drawings to correct any deficiencies or other matters Landlord may reasonably require and re-submit the same to Landlord. Landlord will approve or disapprove the TI Construction revised Working Drawings submitted by Landlordin writing within ten (10) Business Days following receipt thereof (provided that, unless Tenant submits a Change Request. Once approved by Tenant, subject if the modifications to the provisions Working Drawings are of Section 4 belowa nature that the revisions can be reviewed in a shorter period, Landlord shall use reasonable efforts to provide its approval or disapproval within such shorter period and within five (5) Business Days if reasonably possible). This process will continue until the Working Drawings are fully approved by Landlord. Notwithstanding anything to the contrary above, if, when reviewing revised Working Drawings, Landlord requires material revisions to items that Landlord previously approved (and the material revisions to previously approved items are not materially modify triggered by the TI Construction other revisions being made to the Working Drawings), then the additional time (if any) required for Tenant’s Architect to revise the subject Working Drawings except as may be reasonably required in connection with the issuance to address those additional deficiencies shall constitute a Landlord Delay for purposes of the TI Permit (as defined in Section 3(b) below)Paragraph 4.

Working Drawings. Not later than 7 business days following the mutual execution and delivery of the Lease, Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below). Landlord shall obtain Tenant’s prior written approval (which approval shall not be unreasonably withheld or delayed) of modifications to the TI Construction Drawings that are required in connection with the issuance of the TI Permit.

Working Drawings. Landlord Not later than 14 weeks following the approval of the TI Design Drawings by Landlord, Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant Landlord shall deliver its written comments on the TI Construction Drawings to Landlord Tenant not later than 7 business days after TenantLandlord’s receipt of the same; provided, however, that Tenant Landlord may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting TI Design Drawings. If Landlord disapproves any portion of Tenant’s TI Construction Drawings, then Landlord shall specifically (a) approve those portions which are acceptable to Landlord and (b) disapprove those portions which are not acceptable to Landlord, specifying the reasons for such disapproval and describing in detail any change requested for each item disapproved. Tenant shall cause the changes requested by Landlord to be made to Tenant’s TI Construction Drawings; provided, however, if Tenant does not agree with a Change Requestchange requested by Landlord, Landlord and Tenant shall meet and confer and shall attempt in good faith to reach agreement on TI Construction Drawings. Landlord Tenant and the TI Architect shall consider all such comments in good faith and shall, within 7 business days after receipt, notify Landlord how Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvementscomments. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTI Design Drawings, Tenant Landlord shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change RequestTenant. Once approved by TenantLandlord, subject to the provisions of Section 4 below, Landlord Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b3(a) below).

Working Drawings. Landlord Tenant shall also cause the TI Architect to prepare prepare, to the extent necessary, the final architectural, mechanical (including heating, ventilating and deliver to Tenant for review air-conditioning), electrical, plumbing and comment construction plans, structural plans and specifications and drawings for the Tenant Improvements (“TI Construction Working Drawings”), which TI Construction ) necessary to complete the work (“Work”) required to construct the improvements to the Premises (the “Initial Improvements”) depicted in the Space Plan previously approved by Landlord. It is understood that the Work may be performed in phases and that Working Drawings shall may be prepared substantially and submitted to Landlord in accordance with the Space Planphases. Tenant shall cause Architect to submit the finished Working Drawings to Landlord and Landlord shall review the Working Drawings and grant its consent or denial thereof within five (5) business days after receipt thereof, which approval shall not be solely responsible unreasonably withheld (provided in all events Landlord may withhold its consent to the Working Drawings to the extent the same affect the structural integrity of the Building or adversely and materially affect any Building system). To the extent Landlord does not provide its consent to the Working Drawings as aforesaid, Landlord shall state, with reasonable specificity, Landlord’s reasons for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvementssuch disapproval. Tenant shall deliver its written comments on then be required to make such corrections as Landlord may designate and resubmit the TI Construction Working Drawings to Landlord not later than 7 days after Tenantfor its consent. Subsequent to Landlord’s receipt approval of the same; providedWorking Drawings, howeverany material changes to the Working Drawings requested by Tenant shall be subject to the prior written consent of Landlord, that which consent shall not be unreasonably withheld, provided Landlord may withhold its consent to any of said changes for the same reasons previously stated for not approving the Working Drawings. Tenant may not disapprove any matter that is substantially shall reimburse Landlord for Landlord’s reasonable out-of-pocket expenses incurred in accordance connection with its review of the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith Working Drawings, and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance its supervision of the TI Permit (as defined in Section 3(b) below)Work.

Working Drawings. Landlord Promptly after Landlord’s approval of the Preliminary Plans, Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord, for Landlord’s review and comment construction approval, complete plans, specifications and working drawings which incorporate and are consistent with the Preliminary Plans, as previously approved by Landlord, and which show in detail the intended design, construction and finishing of all portions of Tenant’s Work, in sufficient detail for construction (the Tenant Improvements (“TI Construction Working Drawings”). Landlord shall not unreasonably withhold or condition its approval of the Working Drawings, which TI Construction Drawings shall and Landlord’s required modifications must not be prepared substantially in accordance with the Space Planunreasonable. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days Within seven Business Days after TenantLandlord’s receipt of the same; providedWorking Drawings, howeverLandlord shall either approve or disapprove the Working Drawings. If Landlord disapproves the Working Drawings, then Landlord shall state in reasonable detail the changes that Landlord requires to be made thereto, and Tenant may shall make all changes required by Landlord (although Landlord shall not disapprove require changes that are inconsistent with Landlord’s approval, or deemed approval, of the Preliminary Plans). After Landlord has approved the Working Drawings, Tenant must obtain Landlord’s prior written approval of any matter that is substantially in accordance with changes to the Space Plan without submitting a Change RequestWorking Drawings, which approval shall not be unreasonably withheld, conditioned or delayed. If Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes fails to respond to the Working Drawings within the seven Business Day period provided above and such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)failure continues for three days after a second written notice from Tenant requesting approval, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments then Landlord shall be resolved in accordance with Section 2(d) hereof. Provided that deemed to have approved the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)Working Drawings.

Working Drawings. Not later than the date that is the later of (i) 60 days after the execution of this Lease by Landlord and Tenant, or (ii) August 15, 2017, Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment the construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Program and the Test Fit approved by Landlord and Tenant (together, the “TI Design Drawings”) and comply in all respects with the Landlord/Tenant Responsibility Matrix, Landlord/Tenant Utility Allocation Matrix and the LEED standards attached hereto at Schedule 2(d). Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan TI Design Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(e) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTI Design Drawings, Tenant shall approve in writing the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord Tenant shall cause the TI Architect to prepare final construction drawings and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements that (a) are consistent with and are logical evolutions of the Approved Preliminary Plans and (b) incorporate any Changes. As soon as such final construction drawings and specifications (“TI Construction Working Drawings”)) are completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which TI Construction approval shall not be unreasonably withheld, conditioned or delayed. All such Working Drawings shall be prepared substantially submitted by Tenant to Landlord in accordance with the Space Plan. Tenant electronic .pdf, CAD and full-size hard copy formats, and shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to approved or disapproved by Landlord not later than 7 within ten (10) business days after Tenantdelivery to Landlord. Landlord’s receipt failure to respond within such ten (10) business day period shall be deemed approval by Landlord. If the Working Drawings are disapproved by Landlord, then Landlord shall notify Tenant in writing of the same; providedits objections to such Working Drawings, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect parties shall consider all such comments confer and negotiate in good faith to reach agreement on the Working Drawings. Promptly after the Working Drawings are approved by Landlord and shallTenant, within 7 days after receipttwo (2) copies of such Working Drawings shall be initialed and dated by Landlord and Tenant, notify and Tenant how Landlord proposes to respond to shall promptly submit such comments (provided that any comments made in order to cause the TI Construction Working Drawings to be consistent with the Space Plan will be incorporated), but all appropriate governmental authorities for approval. Tenant’s review rights architect, engineer or contractor must verify at the job site all dimensions, locations of structural members and Landlord’s response to any other physical conditions affecting Tenant’s comments pursuant construction drawings and assure full compliance with all governing codes, ordinances and regulations of authorities having jurisdiction. It is Tenant’s exclusive responsibility to the foregoing sentence shall not delay the determine and fulfill any and all design requirements of Landlord or construction schedule for the Tenant Improvementsthat are necessary to obtain required permits and a Certificate of Occupancy from all applicable governmental authorities. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction The Working Drawings is substantially in accordance with the Space Planso approved, Tenant shall approve the TI Construction Drawings submitted and all change orders approved by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject are referred to as the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)“Approved Plans.”

Working Drawings. Landlord Subtenant shall also cause the TI Architect to prepare the final architectural, mechanical (including heating, ventilating and deliver to Tenant for review air-conditioning) electrical, plumbing and comment construction plans, structural plans and specifications and drawings for the Tenant Improvements (“TI Construction Working Drawings”), which TI Construction ) necessary to complete the work (“Work”) required to construct the improvements to the Premises depicted in the Space Plan previously approved by Sublandlord and Prime Landlord. The Working Drawings shall be prepared substantially in accordance compliance with all of the Space Planapplicable terms, requirements, and conditions set forth in the Prime Lease relating thereto, including, without limitation, Article 6 (Alterations and Installations) and Schedule H (Conditions for Alterations). Tenant Subtenant shall be solely responsible for ensuring that cause Architect to submit the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction finished Working Drawings to Sublandlord and Prime Landlord for their review and approval, not later than 7 to be unreasonably withheld, delayed, and/or conditioned. Sublandlord shall review the Working Drawings and grant its consent or denial thereof within ten (10) business days after Tenantreceipt thereof and a written request for Sublandlord’s receipt of approval (“Original WD Notice”). To the same; providedextent Sublandlord withholds its consent to the Working Drawings as aforesaid, howeverSublandlord shall state, that Tenant may not disapprove any matter that is substantially in accordance with specificity, Sublandlord’s reasons for such disapproval. In the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes event Sublandlord fails to respond to the Original WD Notice within such comments ten (provided that 10) business days period, then Subtenant may resubmit such request in writing to Sublandlord with a notice set forth at the top of its request for approval, containing a legend in 14 point bold type which states in bold and all-capital letters: “URGENT NOTICE OF WAIVER OF RIGHTS BY SUBLANDLORD,” and the content of such notice identifies this Work Letter and Article 6 of the Prime Lease, and further states in bold and all capital letters: “IF SUBLANDLORD FAILS TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER SUBLANDLORD’S RECEIPT OF SAME, THEN SUBLANDLORD’S CONSENT TO THE WORKING DRAWINGS SHALL BE DEEMED TO HAVE BEEN GIVEN” (“Second WD Notice”). In the event Sublandlord receives a Second WD Notice, and if Sublandlord fails to respond thereto within such three (3) business day period, then Sublandlord’s consent solely to the alterations set forth in the Second WD Notice (if and only if the Working Drawings have not been amended or modified in any comments made way from those set forth in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporatedOriginal WD Notice), but Tenant’s review rights and shall automatically deemed to have been given. Nothing contained in the foregoing to the contrary shall in any way release Subtenant from procuring the Prime Landlord’s response consent to Tenantthe Working Drawings, nor shall Sublandlord’s comments approval, or deemed approval, of any Working Drawings constitute Prime Landlord’s consent to same, nor otherwise bind Prime Landlord in any way. Similarly, Prime Landlord’s consent to the Working Drawings shall in no way constitute Sublandlord’s consent to same, nor, in way, bind Sublandlord. Prime Landlord’s required response, if any, shall be pursuant to the foregoing sentence terms of the Prime Lease and Sublandlord shall not delay have no liability to Subtenant for Prime Landlord’s failure to comply with the design or construction schedule for the Tenant Improvementsterms thereof. Any disputes in connection with such comments Subtenant shall be resolved in accordance with Section 2(d) hereof. Provided that required to make such corrections as Sublandlord reasonably and/or as Prime Landlord may designate and resubmit the design reflected in the TI Construction Working Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenantto Sublandlord and Prime Landlord for their consent, subject to Section 6(c) of the provisions Sublease. Subsequent to Sublandlord’s and Prime Landlord’s approval of Section 4 belowthe Working Drawings, Landlord any changes to the Working Drawings requested by Subtenant shall be subject to the prior written consent of Sublandlord, not to be unreasonably withheld, conditioned, or delayed, and Prime Landlord, except for minor changes thereto customarily made in the field, which minor changes shall not materially modify require the TI Construction Drawings except as may be reasonably consent of Sublandlord or, unless required in connection with under the issuance of the TI Permit (as defined in Section 3(b) below)Prime Lease, Prime Landlord.

Working Drawings. Not later than the date that is the later of (i) 60 days after the execution of this Lease by Landlord and Tenant, or (ii) August 15, 2017, Landlord shall cause the TI Tl Architect to prepare and deliver to Tenant for review and comment the construction plans, specifications and drawings for the Tenant Improvements (“TI Tl Construction Drawings”), which TI Tl Construction Drawings shall be prepared substantially in accordance with the Space PlanTl Design Program and the Test Fit approved by Landlord and Tenant (together, the “Tl Design Drawings”) and comply in all respects with the Landlord/Tenant Responsibility Matrix, Landlord/Tenant Utility Allocation Matrix and the LEED standards attached hereto at Schedule 2(d). Tenant shall be solely responsible for ensuring that the TI Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Tl Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Tl Design Drawings without submitting a Change Request. Landlord and the TI Tl Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(e) hereof. Provided that the design reflected in the TI Tl Construction Drawings is substantially in accordance consistent with the Space PlanTl Design Drawings, Tenant shall approve in writing the TI Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Tl Construction Drawings except as may be reasonably required in connection with the issuance of the TI Tl Permit (as defined in Section 3(b) below).

Working Drawings. On or before the applicable date set forth in the Construction Schedule, the Architect and the Engineers shall complete the architectural and engineering drawings for the Premises, and the final construction documents in a form which is complete to allow contractors and subcontractors to bid on the work, to obtain all applicable permits, and to subsequently construct the work (collectively, the "WORKING DRAWINGS"). Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Working Drawings any space which Tenant elects not to initially build-out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for such disapproval specified) of the Working Drawings within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. However, Landlord may not disapprove any details of the Working Drawings which have already been approved by Landlord in the Final Space Plan. If Landlord disapproves the Working Drawings, Landlord and Tenant shall, within two (2) business days thereafter, meet in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Working Drawings, then within ten (10) business days after such meeting, Tenant shall cause the TI Architect Working Drawings to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially EXHIBIT B -7- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] revised in accordance with the Space Planparties' conceptual agreement and shall resubmit the Working Drawings for Landlord's approval. This process shall continue until the Working Drawings are approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Working Drawings, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 made within ten (10) business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. meeting between Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Not later than 15 business days after the date of this Lease, Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 5 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan TI Design Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 5 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTI Design Drawings, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below). Landlord shall notify Tenant of any such material modifications as may be reasonably required in connection with the issuance of the TI Permit.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 5 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan TI Design Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 5 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTI Design Drawings, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)) and Tenant shall have the right to reasonably approve such modifications.

Working Drawings. Landlord shall cause the TI Tl Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Tl Construction Drawings”), which TI Tl Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Tl Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting a Change Request. Landlord and the TI Tl Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Tl Construction Drawings is substantially in accordance consistent with the Space Plan, Tenant shall approve the TI Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Tl Construction Drawings except as may be reasonably required in connection with the issuance of the TI Tl Permit (as defined in Section 3(b) below).

Working Drawings. Based upon the Space Plans, as the same may be revised by mutual agreement of Landlord shall cause and Tenant as to the TI Architect to prepare scope of such revisions, and deliver to Tenant for review and comment construction plans, specifications and drawings after Tenant's written acknowledgement (within three (3) days after request therefor) of its responsibility for the costs of such revisions and for the costs of Tenant Improvements and the Other Tenant Improvements in the aggregate, in excess of $1,050,000.00, Landlord's architect and engineer shall prepare final working drawings (“TI Construction the "Working Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for ") of the Tenant Improvements. Landlord shall then submit such Working Drawings to Tenant for its review, and Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 approve or disapprove any such drawings within three (3) business days after Tenant’s receipt thereof. If Tenant fails to so notify Landlord within such three (3) business days, Tenant shall be deemed to have approved such Working Drawings. If Tenant timely notifies Landlord of any disapproval of the same; providedWorking Drawings, however, that Tenant may not disapprove any matter that is substantially in accordance with Tenant's notice of disapproval shall also set forth its reason for disapproval and suggested revisions to the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made Working Drawings in order to cause satisfy the TI Construction concerns of Tenant. Any delay resulting from Tenant's failure to unconditionally approve the Working Drawings within the later of thirty (30) days after execution of this Lease or five (5) days after delivery of the Working Drawings to Tenant shall be consistent with the Space Plan will be incorporated)Tenant Delay, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay extend the design or construction schedule for the Tenant ImprovementsCommencement Date. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify have no obligation to proceed with Landlord's Work until Tenant has unconditionally approved the TI Construction Working Drawings except as may be reasonably required in connection with the issuance of the TI Permit therefor. The Working Drawings shall include architectural, mechanical and electrical drawings for Landlord's Work (as defined in Section 3(b) 5 below).

Working Drawings. Landlord Tenant’s Architect shall cause prepare working drawings of the TI Architect to prepare Tenant Work (the “Working Drawings”). The Working Drawings shall consist of the complete sets of plans and deliver to specifications for the Tenant for review Work in the form of working drawings or construction drawings identifying Tenant’s interior layout of the Premises, and comment construction plansshall include complete sets of detailed architectural, specifications structural, mechanical, electrical and plumbing working drawings for the Tenant Improvements Work. Landlord shall notify Tenant whether it approves the Working Drawings within ten (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10) days after Tenant’s receipt Architect submits the Working Drawings to Landlord. If Landlord disapproves of the same; providedWorking Drawings, howeverthen Landlord shall at the time it notifies Tenant thereof in writing also specify in detail the reasons for such disapproval, that in which case Tenant may not shall cause Tenant’s architect to revise the Working Drawings and deliver them to Landlord for Landlord’s approval within ten (10) business days after Tenant receives Landlord’s notice disapproving the submitted Working Drawings. Landlord shall have ten (10) days to approve or disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Requestresubmitted Working Drawings, and Tenant shall have five (5) days to revise any such resubmitted Working Drawings disapproved by Landlord. Landlord agrees that its consent to the Working Drawings shall not be unreasonably withheld, delayed or conditioned, and the TI Architect shall consider all such comments in good faith both Landlord and shall, within 7 days after receipt, notify Tenant how Landlord proposes agree to respond to such comments (provided that any comments made in order use reasonable efforts to cause the TI Construction final Working Drawings to be consistent completed no later than October 31, 2015. Tenant shall provide Landlord with at least one (1) set of the Space Plan will be incorporated), but final approved Working Drawings on a CAD diskette within ten (10) days after final approval by Landlord. Tenant’s review rights Architect shall reasonably cooperate with Landlord and Landlord’s response to Tenant’s comments pursuant Tenant in making changes to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by TenantWorking Drawings, subject to the provisions of Section 4 in Paragraphs 3.3, 3.4 and 3.5 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord After the Space Plan has been approved in writing by Landlord, Tenant shall cause the TI Tenant’s Architect to prepare compile a fully coordinated set of architectural, structural, mechanical, electrical and deliver plumbing working drawings and specifications in a form which is complete to Tenant for review allow subcontractors to bid on the work and comment construction plansto obtain all applicable permits (collectively, specifications and drawings for the Tenant Improvements (“TI Construction Working Drawings”) and submit the same to Landlord for Landlord’s approval (Landlord’s approval not to be unreasonably withheld or conditioned), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that supply Landlord with four (4) copies of the TI Construction Drawings reflect Tenant’s requirements for the Working Drawings. Landlord shall advise Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days in writing within seven (7) Business Days after TenantLandlord’s receipt of the same; provideddraft Working Drawings if the same are unsatisfactory or incomplete in any respect. If Tenant is so advised, however, that Tenant shall cause Tenant’s Architect to revise the Working Drawings to correct any deficiencies or other matters Landlord may not disapprove any matter that is substantially in accordance with reasonably require and re-submit the Space Plan without submitting a Change Requestsame to Landlord. Landlord and will approve or disapprove the TI Architect shall consider all such comments revised Working Drawings in good faith and shall, writing within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments seven (7) Business Days following receipt thereof (provided that, if the modifications to the Working Drawings are of a nature that the revisions can be reviewed in a shorter period, Landlord shall use reasonable efforts to provide its approval or disapproval within such shorter period and within five (5) Business Days if reasonably possible). This process will continue until the Working Drawings are fully approved by Landlord. If Landlord determines that any comments made in order to cause work shown on the TI Construction Working Drawings to be consistent with constitutes a Specialty Alteration, and Landlord did not advise Tenant of such fact at the Space Plan will be incorporated), but Tenant’s review rights and time of Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with approval of the Space Plan, Tenant shall approve then concurrently with Landlord’s review and approval of the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 belowWorking Drawings, Landlord shall not materially modify notify Tenant in writing that the TI Construction Drawings except as may be reasonably subject work is a Specialty Alteration and whether Tenant is required to remove the subject Specialty Alteration in connection accordance with the issuance Paragraphs 9.b. and 20.a. of the TI Permit Lease at the expiration or earlier termination of the Lease. Notwithstanding anything to the contrary above, if, when reviewing revised Working Drawings, Landlord requires material revisions to items that Landlord previously approved (as defined in Section 3(band the material revisions to previously approved items are not triggered by the other revisions being made to the Working Drawings), then the additional time (if any) below)required for Tenant’s Architect to revise the subject Working Drawings to address those additional deficiencies shall constitute a Landlord Delay for purposes of Paragraph 2.f.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“"TI Construction Drawings”"), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s 's requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 5 business days after Tenant’s 's receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s 's review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord After the Space Plan has been approved by Landlord, Tenant shall supply the Architect and the Building Consultants with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements for the Premises, to enable the Architect and the Building Consultants to complete the Working Drawings and shall cause the TI Architect and the Engineers to prepare promptly complete the architectural and deliver to Tenant for review and comment construction plans, specifications and engineering drawings for the Tenant Improvements Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “TI Construction Working Drawings”), which TI Construction Drawings ) and shall be prepared substantially in accordance with submit the same to Landlord for Landlord’s review and approval within ten (10) business days after Landlord’s approval of the Space Plan. Tenant shall be solely responsible for ensuring that supply Landlord with four (4) copies signed by Tenant of the TI Construction Drawings reflect Tenant’s requirements for the Working Drawings. Landlord shall advise Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 within ten (10) business days after TenantLandlord’s receipt of the same; providedWorking Drawings if Landlord, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and faith, determines that the same are approved or are unsatisfactory or incomplete. If Tenant is so advised, Tenant shall, within 7 days after receiptfive (5) business days, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause revise the TI Construction Working Drawings to be consistent with correct any deficiencies or other matters Landlord may reasonably require. If Landlord disapproves any such revised Working Drawings (or any subsequent revisions) because such revised Working Drawings do not address Landlord’s prior disapproval, any delay in the Space Plan Substantial Completion of the Tenant Improvements resulting therefrom will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)Delay.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Expansion Space Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Expansion Space Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 5 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan TI Design Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Expansion Space Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTI Design Drawings, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)) and Tenant shall have the right to reasonably approve such modifications. Landlord and Tenant shall use reasonable efforts to cause mutually acceptable TI Construction Drawings to be completed within 8 weeks after the completion of the TI Design Drawings.

Working Drawings. Not later than 75 days following the date of the written approval of the Test Fit by Landlord and Tenant, Landlord shall cause the TI Tl Architect to prepare and deliver to Tenant for review and comment the construction plans, specifications and drawings for the Tenant Improvements (“TI Tl Construction Drawings”), which TI Tl Construction Drawings shall be prepared substantially in accordance with the Space PlanTl Design Program and the Test Fit (together, the “Tl Design Drawings”) and comply in all respects with the Landlord/Tenant Responsibility Matrix, Landlord/Tenant Utility Allocation Matrix and the LEED standards attached hereto at Schedule 2(d). Tenant shall be solely responsible for ensuring that the TI Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Tl Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Tl Design Drawings without submitting a Change Request. Landlord and the TI Tl Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(e) hereof. Provided that the design reflected in the TI Tl Construction Drawings is substantially in accordance consistent with the Space PlanTl Design Drawings, Tenant shall approve the TI Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Tl Construction Drawings except as may be reasonably required in connection with the issuance of the TI Tl Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan TI Design Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTI Design Drawings, Tenant shall approve in writing the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. On or before the applicable date set forth in the Construction Schedule, the Architect and the Engineers shall complete the architectural and engineering drawings for the Premises, and the final construction documents in a form which is complete to allow contractors and subcontractors to bid on the work, to obtain all applicable permits, and to subsequently construct the work (collectively, the "WORKING DRAWINGS"). Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Working Drawings any space which Tenant elects not to initially build-out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for such disapproval specified) of the Working Drawings within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. However, Landlord may not disapprove any details of the Working Drawings which have already been approved by Landlord in the Final Space Plan. If Landlord disapproves the Working Drawings, Landlord and Tenant shall, within two (2) business days thereafter, meet in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Working Drawings, then within ten (10) business days after such meeting, Tenant shall cause the TI Architect Working Drawings to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially revised in accordance with the Space Planparties' conceptual agreement and shall resubmit the Working Drawings for Landlord's approval. This process shall continue until the Working Drawings are approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Working Drawings, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or EXHIBIT B -7- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] some other firm) shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 made within ten (10) business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. meeting between Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 5 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Tl Design Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 5 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTl Design Drawings, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below). Landlord shall notify Tenant of any such material modifications as may be reasonably required in connection with the issuance of the TI Permit.

Working Drawings. Landlord Subject to obtaining Landlord’s approval of the Preliminary Plans, Tenant shall cause the TI arrange for ▇▇▇▇▇▇’s Architect to prepare working drawings and deliver to Tenant for review specifications, including architectural, mechanical, electrical, plumbing and comment construction plans, specifications and other shop drawings for (the Tenant Improvements (“TI Construction Working Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements ) for the Tenant Improvements. Tenant The Working Drawings shall deliver its written comments be based on the TI Construction Preliminary Plans approved by Landlord. Landlord shall approve or disapprove of the Working Drawings by written notice to Landlord not later than 7 Tenant within five (5) business days after Tenant▇▇▇▇▇▇▇▇’s receipt of the same; providedWorking Drawings. Landlord shall not unreasonably withholds its approval of the Working Drawings. If Landlord disapproves the Working Drawings, however▇▇▇▇▇▇▇▇’s written notice to Tenant disapproving of the Working Drawings shall include (i) a description of the disapproved element of the Preliminary Plans, that (ii) the reasons for Landlord’s disapproval and (iii) at Landlord’s option, suggested modifications to the Working Drawings. If Landlord disapproves of the Working Drawings, Tenant may not shall arrange for ▇▇▇▇▇▇’s Architect to revise the Working Drawings to address ▇▇▇▇▇▇▇▇’s comments and/or incorporate ▇▇▇▇▇▇▇▇’s proposed changes and resubmit the Working Drawings to Landlord for Landlord’s review and approval. Landlord shall review the revised Working Drawings and approve or disapprove any matter that is substantially of the revised Working Drawings within three (3) days after Landlord’s receipt thereof in accordance with the Space Plan without submitting a Change Requestprocedure provided above. The Working Drawings which have been approved by Landlord and are hereinafter referred to as the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how “Approved Working Drawings”. If Landlord proposes fails to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant▇▇▇▇▇▇’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design request for approval or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance disapproval of the TI Permit (as defined in Section 3(b) below)Working Drawings within the time periods provided for above, such approval shal l be deemed to have been given.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for approval, review and comment construction plans, specifications and drawings for the Warm Shell and Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans and the Warm Shell/TI Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Warm Shell and Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Plans and Warm Shell/TI Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to comments, which response shall be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response subject to Tenant’s comments pursuant to the foregoing sentence approval, which approval shall not delay the design be unreasonably withheld, conditioned or construction schedule for the Tenant Improvementsdelayed. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlans and Warm Shell/TI Specifications, Tenant shall approve not disapprove the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below), which material modification shall be subject to the reasonable review and approval of Tenant.

Working Drawings. On or before the applicable date set forth in the Construction Schedule, the Architect and the Engineers shall complete the architectural and engineering drawings for the Premises, and the final construction documents in a form which is complete to allow contractors and subcontractors to bid on the work, to obtain all applicable permits, and to subsequently construct the work (collectively, the "WORKING DRAWINGS"). Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Working Drawings any space which Tenant elects not to initially build-out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for such disapproval specified) of the Working Drawings within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. However, EXHIBIT B -7- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] Landlord may not disapprove any details of the Working Drawings which have already been approved by Landlord in the Final Space Plan. If Landlord disapproves the Working Drawings, Landlord and Tenant shall, within two (2) business days thereafter, meet in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Working Drawings, then within ten (10) business days after such meeting, Tenant shall cause the TI Architect Working Drawings to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially revised in accordance with the Space Planparties' conceptual agreement and shall resubmit the Working Drawings for Landlord's approval. This process shall continue until the Working Drawings are approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Working Drawings, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 made within ten (10) business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. meeting between Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Based on the Space Plan, Landlord shall cause the TI Architect and the Building Consultants to prepare complete the architectural and deliver to Tenant for review and comment construction plans, specifications and engineering drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Working Drawings”), and Landlord shall deliver its written comments on the TI Construction Drawings same to Landlord not later than 7 days after Tenant for Tenant’s approval, which will not be unreasonably withheld, conditioned or delayed and which will be granted or withheld within five (5) Business Days following Landlord’s delivery of same to Tenant. Tenant’s disapproval will be limited to Tenant’s good faith determination that the Working Drawings do not represent a logical extension of the approved Space Plan. If Tenant fails to timely respond, Tenant will be deemed to have approved the Working Drawings. If Tenant timely disapproves the proposed Working Drawings, Tenant will specify the basis for such disapproval in reasonable detail and, assuming Landlord does not reject Tenant’s proposed change(s), Landlord will revise the Working Drawings and submit the same to Tenant. The scope of Tenant’s review of any such revised Working Drawings will be limited to Landlord’s correction of the items specified by Tenant in Tenant’s notice of disapproval. Tenant will notify Landlord of Tenant’s approval or disapproval of such revised Working Drawings within three (3) Business Days following receipt of same, and this process will continue (with Tenant responding within three (3) Business Days in each case) until Tenant has approved the sameWorking Drawings; provided, however, that if Tenant may disapproves the proposed Working Drawings, including any revised version thereof, for any reason other than (x) that the Working Drawings are not disapprove any matter that is substantially in accordance with a logical extension of the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments or (provided y) that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant revisions to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Working Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits failed to correct a Change Request. Once approved legitimate error previously noted by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may any delay in construction resulting therefrom will be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)Tenant Delay.

Working Drawings. Landlord Tenant's Architect shall cause prepare working drawings only for the TI Architect Tenant Improvements in the Office Premises and the Testing Premises (the "Working Drawings") based upon the Preliminary Plans; provided that the Working Drawings shall include, either in narrative or other form, information to prepare provide the Contractor with adequate detail, all Tenant specific MEP requirements for the Warehouse Premises (other than HVAC requirements), such as the scope and/or specific location of electrical and deliver to Tenant plumbing improvements (i.e., location of outlets, number of 220v outlets); however, the Working Drawings shall not include complete engineering drawings for review the Warehouse Premises. The Working Drawings shall include architectural and comment MEP drawings and construction plans, specifications and drawings for the Tenant Improvements in the Office Premises and Testing Premises based on the Preliminary Plans. Notwithstanding the Preliminary Plans, in all cases the Working Drawings (“TI Construction Drawings”)i) shall be subject to Landlord's final approval, which TI Construction approval shall not be unreasonably withheld, (ii) shall not be in conflict with building codes for the City or County or with insurance requirements for a comparable industrial building, and (iii) shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits and licenses required for construction. The costs associated with preparation of the Working Drawings shall be prepared substantially in accordance borne by Tenant; provided that Landlord shall provide Tenant with an allowance up to $23,490.00 (the Space Plan. Tenant shall "Working Drawings Allowance") to be used solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvementscost of the preparation of the Working Drawings and the Preliminary Plans. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 Within thirty (30) days after Tenant’s receipt of invoices for such costs, Landlord shall disburse the same; provided, however, that Working Drawings Allowance to Tenant may not disapprove any matter that is substantially in accordance with or Tenant's Architect up to the Space Plan without submitting a Change Requestactual cost of the preparation of such plans as evidenced by such invoices. Landlord and Tenant acknowledge and agree that the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause HVAC system for the TI Construction Drawings to be consistent with the Space Plan Warehouse Premises will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected designed in the TI Construction Drawings is substantially in accordance with field by the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)HVAC subcontractor.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans and the TI Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Plans and the TI Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlans and the TI Specifications, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanDesign Development Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant Landlord shall deliver its written comments on the TI Construction Drawings to Landlord Tenant not later than 7 10 business days after Tenant▇▇▇▇▇▇▇▇’s receipt of the same; provided, however, that Tenant Landlord may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting Design Development Drawings. If Landlord fails to respond with its comments within such 10 business day period, then Tenant shall provide Landlord with a Change Requestwritten notice stating in bold and all caps 12 point font that Landlord’s failure to respond to Tenant’s request for comments to the TI Construction Drawings within 5 business days after ▇▇▇▇▇▇▇▇’s receipt of such written notice shall be deemed approval by Landlord, and if Landlord does not respond within such 5 business day period, then Landlord shall be deemed to have approved the TI Construction Drawings. Landlord Tenant and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant Landlord how Landlord ▇▇▇▇▇▇ proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvementscomments. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(e) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanDesign Development Drawings, Tenant Landlord shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change RequestTenant. Once approved by TenantLandlord, subject to the provisions of Section 4 below, Landlord Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b3(a) below).

Working Drawings. Promptly after Landlord’s approval of the Preliminary Plans, Tenant shall deliver to Landlord, for Landlord’s review and approval (which approval Landlord may grant or deny in Landlord’s sole and absolute discretion, although Landlord shall cause not withhold approval of those portions of the TI Architect to prepare and deliver to Tenant for review and comment construction work that Landlord previously approved in connection with its approval of the Preliminary Plans), complete plans, specifications and working drawings which incorporate and are consistent with the Preliminary Plans, as previously approved by Landlord, and which show in detail the intended design, construction and finishing of all portions of Tenant’s Work, in sufficient detail for construction (the Tenant Improvements (“TI Construction Working Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 Within twenty (20) days after TenantLandlord’s receipt of the same; providedWorking Drawings, howeverLandlord shall either approve or disapprove the Working Drawings. If Landlord disapproves the Working Drawings, then Landlord shall state in reasonable detail the changes that Landlord requires to be made thereto, and Tenant may shall make all changes required by Landlord (although Landlord shall not disapprove any matter require changes that is substantially in accordance are inconsistent with Landlord’s approval of the Space Plan without submitting a Change RequestPreliminary Plans). If Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes fails to respond to the Working Drawings within the 20-day period provided above and such comments failure continues for ten (10) days after a second written notice from Tenant requesting approval (which second notice must state IN ALL CAPITAL LETTERS that failure to respond shall be deemed approval), then Landlord shall be deemed to have approved the Working Drawings. Tenant acknowledges and agrees that portions of Tenant’s Work affect critical portions of the Building’s systems and that, accordingly, Landlord shall be entitled to withhold its approval of the Working Drawings, and require modifications thereto, in Landlord’s sole and absolute discretion with respect to any portion of Tenant’s Work that affects the Building’s systems. After Landlord has approved the Working Drawings, Tenant must obtain Landlord’s prior written approval of any material changes to the Working Drawings, which approval Landlord may grant or deny in Landlord’s sole and absolute discretion (provided that any comments made in order to cause the TI Construction Drawings to be consistent such approvals or denials are not inconsistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) belowprior approvals).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant Lessee shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for preparation and completion of all preliminary and final Working Drawings. Lessee shall retain its own architects and engineers to prepare Working Drawings, PROVIDED THAT Lessor first approves such engineers and architects so selected by Lessee, which approval shall not be unreasonably withheld or delayed. Lessee shall provide copies of the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction preliminary Working Drawings to Landlord not later than 7 days after Tenant’s receipt Lessor, and Lessor shall provide to Lessee within one (i) business day thereafter a list of corrections and modifications which Lessor requires to be made to the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with Working Drawings. Lessee shall revise the Space Plan without submitting a Change Requestpreliminary Working Drawings to incorporate the corrections and modifications requested by Lessor and shall submit final Working Drawings to Lessor for its approval. Landlord and Lessor shall review the TI Architect shall consider all such comments in good faith and shallfinal Working Drawings and, within 7 days one (1) business day after receiptreceipt thereof, Lessor shall either (a) notify Tenant how Landlord proposes Lessee that Lessor has approved the final Working Drawings, or (b) provide to respond Lessee a list of corrections and modifications which Lessor requires to such comments (provided that any comments be made in order to cause the TI Construction Working Drawings. In the event Lessor returns the Working Drawings to be consistent with Lessee for correction or modification, Lessee shall diligently correct the Space Plan will be incorporated), but Tenant’s review rights Working Drawings and Landlord’s response re-submit them to Tenant’s comments Lessor for approval pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvementspreceding provisions of this paragraph. Any disputes in connection with such comments No work shall be resolved performed until final Working Drawings have been approved in accordance with Section 2(d) hereofwriting by Lessor. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space PlanThe review and/or approval by Lessor or its architect or engineers of any plans, Tenant shall approve the TI Construction sketches or Working Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved Lessee relating to Lessee's Improvements shall not (i) constitute an opinion or representation by Tenant, subject to Lessor that the same are in compliance with all applicable Legal Requirements and the provisions of Section 4 belowall applicable insurance policies or as to the feasibility of constructing the work shown thereon, Landlord or (ii) impose on Lessor any responsibility for a design defect, it being agreed that all such responsibility shall not materially modify the TI Construction Drawings except remain solely with Lessee. Lessee shall reimburse Lessor, promptly upon demand therefor, for all costs and expenses reasonably incurred by Lessor in reviewing any plans, drawings and specifications submitted by Lessee pursuant to this Work Letter, which reimbursement shall be due and payable as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)Additional Rent.

Working Drawings. Landlord shall cause 1. Within thirty (30) days (the TI Architect “Working Drawing Delivery Date”) of Tenant’s receipt of Landlord’s comments on the Space Layout, Tenant agrees to prepare and deliver to Tenant for review Landlord one (1) set of sepia reproducibles and comment construction plans, three (3) sets of blue-line prints of working drawings and specifications and drawings for the Tenant Improvements New Premises (hereinafter referred to collectively as “Working Drawings”) prepared, at Tenant’s sole cost and expense by an architect (“TI Construction DrawingsTenant’s Architect”)) licensed in the Commonwealth of Massachusetts and reasonably acceptable to Landlord. Landlord hereby approves ▇▇▇▇ ▇▇▇▇▇ and Associates as Tenant’s Architect. All structural, which TI Construction plumbing, fire protection, mechanical and electrical engineering aspects of the Working Drawings shall be prepared substantially by engineers approved by the Landlord, such approval to be not unreasonably withheld. 2. Within fourteen (14) days after receipt of Tenant’s Working Drawings, Landlord shall return to Tenant one (1) sepia set of same marked “Approved”, “Approved as Noted’, or “Disapproved as Noted, Revise and Resubmit”. If said Working Drawings are returned to Tenant marked “Disapproved as Noted, Revise and Resubmit (in accordance which event, Landlord shall state the reasons for such disapproval), such drawings shall be revised by Tenant to incorporate Landlord’s reasonable comments and resubmitted to Landlord within twenty-one (21) days and the same procedure shall be repeated until Landlord fully approves the Working Drawings, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall not withhold approval based on purely aesthetic considerations so long as the offending aesthetics are not visible outside of the space. 3. It is understood that the Working Drawings are to be consistent with and a logical extension of the approved Space PlanLayout. Any inconsistencies between the Working Drawings and the shell and core construction of the Building shall be Tenant’s sole responsibility. Tenant shall also be solely responsible for ensuring that the TI Construction completeness of the Working Drawings. 4. In the event Landlord approves the Working Drawings, such approval shall not limit Landlord’s right to require changes in portions of the Working Drawings reflect Tenantwhich are incompatible with Landlord’s requirements for Design Criteria or which adversely affect Building structure, systems or the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings availability to Landlord not later than 7 days after of third party warranties. When the Working Drawings are approved by Landlord and Tenant’s receipt , they shall be acknowledged as such by Landlord and Tenant signing each sheet of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with Working Drawings and a complete copy of the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Working Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved provided to Landlord by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause the TI Tl Architect to prepare and deliver to Tenant for review and comment the construction plans, specifications and drawings for the Tenant Improvements (“TI Tl Construction Drawings”), which TI Tl Construction Drawings shall be prepared substantially in accordance with the Space PlanTl Design Program approved by Landlord and Tenant (together, the “Tl Design Drawings”) and comply in all respects with the Landlord/Tenant Responsibility Matrix and the LEED/WELL standards attached hereto at Schedule 2(d). Tenant shall be solely responsible for ensuring that the TI Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Tl Construction Drawings to Landlord not later than 7 10 days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Tl Design Drawings without submitting a Change Request. Landlord and the TI Tl Architect shall consider all such comments in good faith and shall, within 7 10 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(e) hereof. Provided that the design reflected in the TI Tl Construction Drawings is substantially in accordance consistent with the Space PlanTl Design Drawings, Tenant shall approve in writing the TI Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Tl Construction Drawings except as may be reasonably required in connection with the issuance of the TI Tl Permit (as defined in Section 3(b) below).

Working Drawings. Landlord Following the approval of the Space Plans by Landlord, Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which . The TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Not more than 10 business days thereafter, Landlord shall notify Tenant shall deliver its written comments on of Landlord’s approval or disapproval of the TI Construction Drawings to and, if disapproved, Landlord not later than 7 days after Tenant’s receipt shall provide a detailed explanation of the samereason(s) for disapproval; provided, however, that Tenant Landlord may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting a Change RequestPlans. Landlord Representatives of both parties shall promptly make themselves available to discuss and the TI Architect resolve Landlord’s comments or revisions, and such documents shall consider all such comments in good faith and shall, within 7 days after receipt, notify promptly be revised by Tenant how Landlord proposes to respond to such comments (provided that incorporate any comments made in order to agreed upon changes. Tenant shall cause the TI Construction Drawings to be consistent with reasonably revised to address such written comments and shall resubmit said drawings to Landlord for approval within 10 business days thereafter. The process shall be repeated until the Space Plan will be incorporated), but TI Construction Drawings have been finalized and approved in writing by Landlord and Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments the TI Construction Drawings shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlans, Tenant Landlord shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change RequestTenant. Once approved by TenantLandlord, subject to the provisions of Section 4 below, Landlord Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b3(a) below).. Landlord shall not unreasonably, withhold, condition or delay its approval of the TI Construction Drawings. Within a reasonable period following the finalization of the TI Construction Drawings pursuant to this Section 2(c), Tenant shall deliver to Landlord a schedule for the performance and completion of the Tenant Improvements by Tenant, which schedule shall be subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall use reasonable efforts to perform and complete the Tenant Improvements pursuant to the agreed upon schedule, subject to Landlord Delays (as defined in Section 6(a) below) and Force Majeure

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans and the TI Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 days after Tenant▇▇▇▇▇▇’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Plans and TI Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant▇▇▇▇▇▇’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlans and TI Specifications, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord and Tenant have approved the floor plans depicting the Premsies as shown on Exhibit A as prepared by S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Architects (dated September 23, 2004) for the tenant improvements to be constructed in the Premises. Landlord shall cause Final Working Drawings and Specifications (“Final Working Drawings and Specifications”) to be prepared and delivered to Tenant. The Final Working Drawings and Specifications will show, among other things, (i) the TI Architect demising plan, finish schedule of Landlord’s building standard items (e.g., carpeting and other floor coverings, doors, hardware, lighting and ceiling), and Tenant’s design work desired by Tenant therefor, and (ii) any internal or external communications or special utility facilities which will require conduits or other improvements within common areas. The work shown on the Final Working Drawings and Specifications is hereafter referred to prepare as the “Landlord’s Work”). Tenant shall, within three (3) business days following its receipt of the Final Working Drawings and deliver Specifications, either approve such Final Working Drawings and Specifications or provide Landlord with the reasons that Tenant is withholding such consent. Tenant’s approval or consent shall be limited to verification that the Final Working Drawings and Specifications accurately detail and are not substantially different from the floor plans as shown on Exhibit A. If Tenant does not approve the Final Working Drawings and Specifications, Landlord shall cause them to be revised, and then resubmit them Tenant for review within three (3) business days of Tenant’s notice to Landlord of said non-approval. No work shall be undertaken by L▇▇▇▇▇▇▇ until the Final Working Drawings and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction DrawingsSpecifications have been finally approved by Tenant. Landlord’s contractor(“Contractor”), which TI Construction Drawings Landlord’s architect and/or Landlord’s engineer (sometimes referred collectively as “Consultants”) shall furnish all services necessary for securing such approvals as, by reason of the nature of the Landlord’s Work, shall be prepared substantially in accordance required from any governmental authority having jurisdiction or compliance deemed necessary by Landlord including without limitation, compliance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt of the same; providedregulations governing ACM (asbestos containing material), howeverhazardous wastes or materials, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord OSHA, CAL-OSHA, life-safety, sprinklers and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvementslike. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected Unless otherwise specified in the TI Construction Final Working Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 belowand Specifications, Landlord shall not materially modify the TI Construction Drawings except use building standard materials as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)determined by Landlord.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant Lessee shall be solely responsible for ensuring the preparation and completion of all preliminary and final Working Drawings. Lessee shall retain its own architects and engineers to prepare Working Drawings, provided that Lessor first approves such engineers and architects so selected by Lessee, which approval shall not be unreasonably withheld or delayed. Lessee shall provide copies of the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction preliminary Working Drawings to Landlord not later than 7 Lessor, together with a list of elements of Lessee's Work which Lessee intends to remove from the Premises upon the expiration or earlier termination of this Lease. Lessor shall provide to Lessee within ten (10) business days thereafter a list of corrections and modifications which Lessor requires to be made to the Working Drawings. Lessor shall also provide to Lessee within such 10-business day period a list of those elements of Lessee's Work which Lessee must remove at the expiration or earlier termination of this Lease. Lessee shall revise the preliminary Working Drawings to incorporate the corrections and modifications requested by Lessor and shall submit final Working Drawings to Lessor for its approval. Lessor shall review the final Working Drawings and, within ten (10) business days after Tenant’s receipt thereof, Lessor shall either (a) notify Lessee that Lessor has approved the final Working Drawings, or (b) provide to Lessee a list of corrections and modifications which Lessor requires to be made to the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with Working Drawings. Lessor shall also provide to Lessee within such 10-business day period a supplementary list of those elements of Lessee's Work which Lessee must remove at the Space Plan without submitting a Change Requestexpiration or earlier termination of this Lease (if any). Landlord and In the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause event Lessor returns the TI Construction Working Drawings to be consistent with Lessee for correction or modification, Lessee shall diligently correct the Space Plan will be incorporated), but Tenant’s review rights Working Drawings and Landlord’s response resubmit them to Tenant’s comments Lessor for approval pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvementspreceding provisions of this paragraph. Any disputes in connection with such comments No work shall be resolved performed until final Working Drawings have been approved in accordance with Section 2(d) hereofwriting by Lessor. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space PlanThe review and/or approval by Lessor or its architect or engineers of any plans, Tenant shall approve the TI Construction sketches or Working Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved Lessee relating to Lessee's Improvements shall not (i) constitute an opinion or representation by Tenant, subject to Lessor that the same are in compliance with all applicable Legal Requirements and the provisions of Section 4 belowall applicable insurance policies or as to the feasibility of constructing the work shown thereon, Landlord or (ii) impose on Lessor any responsibility for a design defect, it being agreed that all such responsibility shall not materially modify the TI Construction Drawings except as may be remain solely with Lessee. Lessee shall reimburse Lessor promptly upon demand therefor for all out-of-pocket costs and expenses reasonably required incurred by Lessor in connection with the issuance review by Lessor's architect, engineer or other consultant (but not for Lessor's "in-house" review) of the TI Permit (any plans, drawings and specifications submitted by Lessee pursuant to this Work Letter, which reimbursement shall be due and payable as defined in Section 3(b) below)Additional Rent.

Working Drawings. Promptly after Landlord’s approval of the Preliminary Plans, Tenant shall deliver to Landlord, for Landlord’s review and approval (which approval Landlord may grant or deny in Landlord’s sole and absolute discretion, although Landlord shall cause not withhold approval of those portions of the TI Architect to prepare and deliver to Tenant for review and comment construction work that Landlord previously approved in connection with its approval of the Preliminary Plans), complete plans, specifications and working drawings which incorporate and are consistent with the Preliminary Plans, as previously approved by Landlord, and which show in detail the intended design, construction and finishing of all portions of Tenant’s Work, in sufficient detail for construction (the Tenant Improvements (“TI Construction Working Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 Within twenty (20) days after TenantLandlord’s receipt of the same; providedWorking Drawings, howeverLandlord shall either approve or disapprove the Working Drawings. If Landlord disapproves the Working Drawings, then Landlord shall state in reasonable detail the changes that Landlord requires to be made thereto, and Tenant may shall make all changes required by Landlord (although Landlord shall not disapprove any matter require changes that is substantially in accordance are inconsistent with Landlord’s approval of the Space Plan without submitting a Change RequestPreliminary Plans). If Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes fails to respond to the Working Drawings within the 20-day period provided above and such comments failure continues for three (provided 3) Business Days after a second written notice from Tenant requesting approval (which second notice must state IN ALL CAPITAL LETTERS that any comments made in order failure to cause the TI Construction Drawings to respond shall be consistent with the Space Plan will be incorporateddeemed approval), but then Landlord shall be deemed to have approved the Working Drawings. Tenant acknowledges and agrees that portions of Tenant’s review rights Work affect critical portions of the Building’s systems and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Planthat, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 belowaccordingly, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance entitled to withhold its approval of the TI Permit (as defined Working Drawings, and require modifications thereto, in Section 3(b) below)Landlord’s sole and absolute discretion with respect to any portion of Tenant’s Work that affects the Building’s systems. After Landlord has approved the Working Drawings, Tenant must obtain Landlord’s prior written approval of any changes to the Working Drawings, which approval Landlord may grant or deny in Landlord’s sole and absolute discretion.

Working Drawings. Attached to this Work Letter as Schedule 1 are conceptual plans and specifications (collectively, “Conceptual Plans”) for the construction of the Improvements. These Conceptual Plans have previously been approved by Landlord and Tenant. Landlord will cause to be prepared and delivered to Tenant final plans and specifications and working drawings for the construction of the Improvements that will include structural, sprinkler systems, elevator, mechanical and electrical working drawings, and final architectural drawings for the Improvements and the tenant improvements which are the responsibility of Tenant under Section 6, below (collectively, “Final Working Drawings”). The Final Working Drawings will substantially conform to the Conceptual Plans, and Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for along with the Tenant Final Working Drawings an estimated cost breakdown (“Cost Estimates”) outlining the anticipated costs of the Improvements (“TI Construction DrawingsLandlord’s Work”), and the tenant improvement work for which TI Construction Drawings shall be prepared substantially Tenant is responsible as set forth in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Section 6, below (“Tenant’s requirements Work”). Landlord shall also deliver an estimated work schedule (“Work Schedule”) for the Tenant Improvements. Tenant shall deliver its written comments on completion of both the TI Construction Drawings to Landlord not later than 7 days after Improvements and such portions of Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except work as may be reasonably required completed by Landlord or Landlord’s general contractor. No later than ten (10) days after receipt thereof, Tenant must either approve the Final Working Drawings, Cost Estimates and Work Schedule, or set forth in connection writing with particularity any changes necessary to bring the Final Working Drawings into substantial conformity with the issuance Conceptual Plans or to modify the Cost Estimates for Tenant’s Work or the Work Schedule. However, Tenant will not unreasonably withhold approval, or object to any logical development or refinement of the TI Permit Conceptual Plans or any changes necessitated by applicable law. Failure of Tenant to deliver to Landlord written notice of disapproval and the required changes on or before the ten (10)-day timeline will constitute and be deemed approval of the Final Working Drawings, Cost Estimate and Work Schedule. Upon approval, actual or deemed, of the Final Working Drawings by Landlord and Tenant, the Final Working Drawings will be referred to as defined in Section 3(b) below)the “Approved Working Drawings.”

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction be prepared plans, specifications and construction drawings for of all improvements that Tenant proposes to install in the Tenant Improvements Additional Premises (“TI Construction DrawingsAdditional Leasehold Improvements”), which TI Construction Drawings Additional Leasehold Improvements are generally described as follows: warehouse lights, roof-mounted heating and ventilation equipment, dock packages, demising wall and an opening in the existing wall. The Additional Leasehold Improvements shall be prepared substantially the same as the Leasehold Improvements. As used herein, “Working Drawings” shall mean the final plans, specifications and construction drawings, as amended from time to time, and “Work” shall mean the work required to construct and install all Additional Leasehold Improvements to be constructed in accordance with and as indicated on the Space PlanWorking Drawings. Preparation by Landlord of the Working Drawings shall not be a representation or warranty of Landlord, and shall create no responsibility or liability on the part of Landlord, with respect to their adequacy for any use, purpose or condition, their completeness, design sufficiency, or compliance with any laws, rules or regulations of governmental agencies or authorities, but shall merely be the consent of Landlord to the performance of the Work. Tenant shall, at Landlord’s request, sign the Working Drawings to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord, and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible “as-built” plan (e.g., sepia) of the Additional Leasehold Improvements as constructed, which plan shall be solely responsible incorporated into this First Amendment by this reference for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)purposes.

Working Drawings. Landlord Tenant shall also cause the TI Architect to prepare prepare, at Tenant's sole cost and deliver expense, the final architectural, mechanical (including heating, ventilating and air-conditioning) electrical, plumbing and structural plans and specifications ("Working Drawings") necessary to Tenant for review and comment construction plans, specifications and drawings for complete the Tenant Improvements work (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially "Work") required to construct the improvements to the Third Amendment Expansion Premises depicted in accordance with the Space PlanPlan previously approved by Landlord. Tenant shall cause Architect to submit the finished Working Drawings to Landlord and Landlord shall review the Working Drawings and grant its consent or denial thereof within five (5) business days after receipt of all of the Working Drawings, which approval shall not be solely responsible unreasonably withheld or delayed (provided in all events Landlord may withhold its consent to the Working Drawings to the extent the same affects the structural integrity of the Building or adversely or materially affects any Building system). To the extent Landlord does not provide its consent to the Working Drawings as aforesaid, Landlord shall state, with specificity, Landlord's reasons for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvementssuch disapproval. Tenant shall deliver its written comments on then be required to make such corrections as Landlord may designate and resubmit the TI Construction Working Drawings to Landlord not later than 7 days after Tenant’s receipt for its consent. Subsequent to Landlord's approval of the same; providedWorking Drawings, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant changes to the foregoing sentence shall not delay the design or construction schedule for the Working Drawings requested by Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions prior written consent of Section 4 belowLandlord, Landlord which consent shall not materially modify be unreasonably withheld or delayed, provided Landlord may withhold its consent to any of said changes for the TI Construction same reasons previously stated for not approving the Working Drawings except and under the same conditions as may be reasonably required stated in connection with the issuance preceding Paragraph. Tenant shall pay to Landlord any reasonable out-of-pocket costs or expenses Landlord incurs in the process of reviewing the TI Permit (as defined in Section 3(b) below)Working Drawings or any changes thereto.

Working Drawings. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall cause request the TI Architect to prepare complete the architectural and deliver to Tenant for review and comment construction plans, specifications and engineering drawings for the Tenant Improvements Premises in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “TI Construction Final Working Drawings”)) and shall submit the same to Landlord for Landlord’s approval. For purposes hereof, which TI Construction the Final Working Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt include any of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Design-Build Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) 3.4 below). Tenant shall supply Landlord with four (4) copies of such Final Working Drawings. Landlord shall advise Tenant within ten (10) business days after Landlord’s receipt of the Final Working Drawings of its approval or disapproval of the Final Working Drawings, it being understood that (i) Landlord shall not unreasonably withhold, condition or delay its approval of the Final Working Drawings, and (ii) if Landlord disapproves the Final Working Drawings, Landlord shall specify in reasonable detail the reasons for such disapproval and a proposal for modifications and the parties shall negotiate in good faith to reach agreement on the item proposed, together with a description of further information required in order for Landlord to approve the Final Working Drawings. If Landlord fails to notify Tenant that it disapproves of the Final Working Drawings within ten (10) business days after the submission thereof, then Landlord shall be deemed to have approved the Final Working Drawings in question. If Landlord initially disapproves the Final Working Drawings and still disapproves the Final Working Drawings within five (5) business days following the second re-submittal thereof, then, so long as Tenant has acted professionally, reasonably and in good faith to address and resolve any disapproved items, such continued disapproval shall thereafter be deemed to be a Force Majeure Delay (on a day-for-day basis until Landlord approves the Final Working Drawings). The Final Working Drawings shall be approved or deemed approved by Landlord (the “Approved Working Drawings”) prior to the commencement of construction in the Premises by Tenant.

Working Drawings. In accordance with the schedule attached hereto as Schedule 2 (the “Schedule”), Landlord shall cause the TI Tl Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Tl Construction Drawings”), which TI Tl Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans. Tenant shall be solely responsible for ensuring that the TI Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Tl Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Plans without submitting a Change Request. Landlord and the TI Tl Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Tl Construction Drawings is substantially in accordance consistent with the Space PlanPlans, Tenant shall approve the TI Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Tl Construction Drawings except as may be reasonably required in connection with the issuance of the TI Tl Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlan and Tenant Improvement Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan and Tenant Improvement Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlan and Tenant Improvement Specifications, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord These shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt consist of the samefollowing: 1. Complete architectural, landscape, and engineering working drawings; 2. Complete specifications; providedand 3. Construction schedule. The COUNTY OF SAN BERNARDINO, howeverhereinafter referred to as “COUNTY” and hereinafter referred to as “TENANT”, that Tenant may not disapprove any matter that is substantially entered into a Lease Agreement dated , hereinafter after referred to as “Lease”, covering certain real property located in accordance with the Space Plan without submitting County of San Bernardino, State of California, hereinafter referred to as “Demised Premises”. By use of the following documents which are attached hereto and made a Change Request. Landlord part hereof, and the TI Architect shall consider all such comments in good faith and shallhereinafter collectively referred to as “Documents”, within 7 days after receipt, notify Tenant how Landlord TENANT proposes to respond hypothecate its leasehold estate created under said Lease: These documents are for financing related to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)leasehold development of said Demised Premises. On this day of , but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant , COUNTY hereby consents to the foregoing sentence shall not delay execution, delivery, and recordation of the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, above stated documents subject to the following terms and conditions: 1. That , hereinafter referred to as “LENDER”, shall fully reconvey all interest in said real property upon repayment of the loan described in the loan document since the sole purpose of the hypothecation of the subject leasehold estate is to secure the loan amount for LENDER. 2. Except as otherwise provided herein, the above-referenced documents and any other future additional instruments which may be approved by COUNTY or its agents, shall be subject to each and every covenant, condition, and restriction set forth in said Lease, and to all rights and interest of the COUNTY therein, none of which are or shall be waived by this Consent. 3. In the event of any conflict between the provisions of Section 4 belowsaid ▇▇▇▇▇ and the provisions of said documents, Landlord the provisions of said Lease shall not materially modify control. 4. Any additions or modifications to said financing documents shall first be approved by the TI Construction Drawings except as may be reasonably required in connection with COUNTY. TENANT warrants that all documents and agreements pertaining to the issuance hypothecation of its leasehold have been fully disclosed to COUNTY. 5. The proceeds of the TI Permit loan to TENANT shall be used solely for payment of expenses incident to construction on the Demised Premises of the improvements allowed under Paragraph 11, IMPROVEMENTS, of the Lease and describe in the loan documents. COUNTY OF SAN BERNARDINO NAME OF TENANT By Date: Name: Title: Date: APPROVED AS TO LEGAL FORM ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇, County Counsel San Bernardino County, California By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Deputy County Counsel Date: This Guaranty of Lease (“Guaranty”) dated as defined of [date] is executed by [guarantor’s name, including capacity, if appropriate] (“Guarantor”) in Section 3(b) belowfavor of Landlord, County of San Bernardino (“Landlord”).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlan and the Tenant Improvement Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan and the Tenant Improvement Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlan and the Tenant Improvement Specifications, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b3(a) below).

Working Drawings. Landlord Tenant shall cause the TI Tenant’s Architect to prepare the final architectural, mechanical (including heating, ventilating and deliver air-conditioning), electrical, plumbing, and structural plans and specifications (“Working Drawings”) necessary to Tenant for review and comment construction plans, specifications and drawings for complete the Tenant Improvements (“TI Construction Drawings”)Improvements, which TI Construction Working Drawings shall be prepared substantially in accordance with a natural extension of the Space Plan. Tenant also shall cause Tenant’s Architect to submit the finished Working Drawings to Landlord, and Landlord shall review the Working Drawings and grant its written approval or denial thereof within eight (8) business days after receipt thereof, which approval shall not be unreasonably withheld, conditioned, or delayed (provided in all events Landlord may withhold its consent to the Working Drawings to the extent the same adversely and materially affects the structural integrity of the Building or adversely and materially affects any Building system). Landlord’s failure to respond within such eight (8) business- day period shall be solely responsible deemed to mean that Landlord has approved the Working Drawings as submitted by Tenant. To the extent Landlord does not provide its consent to the Working Drawings as aforesaid, Landlord shall state, with specificity, Landlord's reasons for ensuring that such disapproval. The foregoing process shall then be repeated until the TI Construction Working Drawings reflect are approved, or deemed approved, by Landlord; provided, however, Landlord’s comments shall be limited to any changes reasonably required by Landlord based on its initial review of the Working Drawings and not made by Tenant, as well as any changes required as a result of the changes made by Tenant which could not have been reasonably anticipated by Landlord at the time of making Landlord’s requirements for initial comments. Subsequent to Landlord's approval of the Working Drawings, any changes to the Working Drawings requested by Tenant shall be subject to the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. Upon approval of the Working Drawings by Landlord, Tenant, at its sole cost and expense (subject to application of the Allowance (as defined below), shall file the same with the governmental agencies having jurisdiction over the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings furnish Landlord with copies of all documents submitted to Landlord not later than 7 days after Tenant’s receipt said governmental agencies and copies of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord authorizations to commence work and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule permits for the Tenant ImprovementsImprovements issued by said governmental agencies. Any disputes in connection with such comments Tenant shall be resolved in accordance permitted to commence the Tenant Improvements without all required permits to the extent that governmental authorities with Section 2(d) hereof. Provided jurisdiction over the Tenant Improvements permit such work, provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve be obligated to obtain all required governmental authorizations for the TI Construction Drawings submitted by Tenant Improvements and deliver copies thereof to Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Not later than 10 business days following the approval of the Tl Design Drawings, Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Tl Construction Drawings”), which TI Tl Construction Drawings shall be prepared substantially in accordance with the Space PlanTl Design Drawings. Tenant shall be solely responsible for ensuring that the TI Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Tl Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Tl Design Drawings without submitting a Change Request. Landlord and the TI Tl Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Tl Construction Drawings is substantially in accordance consistent with the Space PlanTl Design Drawings, Tenant shall approve the TI Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Request Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Tl Construction Drawings except as may be reasonably required in connection with the issuance of the TI Tl Permit (as defined in Section 3(b) below). Landlord shall notify Tenant of any such material modifications as may be reasonably required in connection with the issuance of the Tl Permit.

Working Drawings. Landlord (a) Subtenant shall cause the TI Architect to prepare be prepared and shall deliver to Tenant Sublandlord preliminary plans and specifications for review the Subtenant Improvement Work within fifteen (15) days following the execution and comment construction delivery of this Agreement by the parties. Said preliminary plans and specifications shall include the minimum improvements described in Exhibit A to Amendment Number One to the Lease and shall be subject to Landlord's and Sublandlord's approval, which shall not be unreasonably withheld or delayed. (b) On or before_____________, 1998, Subtenant shall cause to be prepared final plans, specifications specifications, and working drawings ("Working Drawings") for the Tenant Improvements Subtenant Improvement Work which shall substantially conform to the preliminary plans and specifications previously delivered by Subtenant, and a preliminary construction budget approved by Subtenant. Within three (“TI Construction 3) days after receipt thereof, Subtenant and Sublandlord shall approve such Working Drawings and preliminary construction budget, or Sublandlord shall deliver to Subtenant, Sublandlord's specific written changes or objections to such Working Drawings or budget. Sublandlord shall not unreasonably withhold or delay its approval of the Working Drawings or preliminary budget. The parties shall negotiate in good faith to reach agreement on any aspect of the Working Drawings or preliminary budget disapproved by Sublandlord, with each party using its best efforts to complete and to approve the Working Drawings and preliminary budget on or before __________________, 1998. Subtenant shall proceed with reasonable diligence in the preparation and completion of the Working Drawings”). (c) Upon approval, which TI Construction Sublandlord and Subtenant shall each initial and date the Working Drawings and Sublandlord shall submit the Working Drawings to all appropriate governmental agencies for approval. Immediately after all necessary governmental approvals have been obtained, four (4) copies of the Working Drawings shall be prepared substantially in accordance with initialed and dated by Sublandlord and Subtenant if any changes thereto have been made by the Space Plangovernmental agencies. Tenant shall be solely responsible for ensuring that The Working Drawings as approved and all change orders permitted pursuant to Paragraph 5 hereof are referred to herein as the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant "Approved Plans." Sublandlord and Subtenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt a copy of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes Approved Plans to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. If any Tenant Improvements are being provided as required in Section 3(a) or otherwise, Tenant shall, at its sole cost and expense, cause to be prepared working drawings and specifications (“Working Drawings”) showing in detail all Tenant Improvements to be constructed or installed in the Premises, excluding only decorative details, and shall submit two (2) copies of the Working Drawings to Landlord within fifteen (15) days after execution of this Lease for its approval. The improvements, if any, shall be constructed as required in this Lease, and shall be the same type and quality as what is otherwise within the Building, subject to Landlord’s prior written approval, which shall not be unreasonably withheld. The Working Drawings shall be (i) hand delivered to Landlord in plan sets with minimum sizing of 20” x 36” and, (ii) delivered digitally as well. Landlord shall cause have twenty-five (25) days from the TI Architect date of receipt of the Working Drawings to prepare review the same and deliver notify Tenant whether Landlord has approved or rejected the Working Drawings, provided (A) if Landlord rejects any such Working Drawings, Landlord shall provide Tenant with specific comments as to the elements of the plan or specifications that Landlord found objectionable, and (B) if Landlord does not provide any written notice within the twenty-five (25) day period, Landlord shall be deemed to have approved the Working Drawings. Tenant shall work closely with Landlord and promptly revise the Working Drawings to comply with Landlord’s requirements and shall insure that such revisions are completed and approved by Landlord in sufficient time for review and comment construction plans, specifications and drawings for Tenant to complete the Tenant Improvements (“TI Construction Drawings”)prior to the Commencement Date. For avoidance of doubt, which TI Construction Drawings and as set forth in Section 13 of the Lease, Landlord has been apprised of and approves the following Tenant-Made Alteration concepts: installation of crane footings, additional toilets, paint booths, temperature- controlled rooms, charging stations and security cameras, however the plans and specifications for the same have not been provided to Landlord, and must still be reviewed and approved by Landlord before Landlord’s prior written consent shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt of the same; deemed provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence approval shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)unreasonably withheld.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 5 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan Plans without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 5 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space PlanPlans, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord Tenant shall also cause the TI Architect to prepare prepare, at Tenant's sole cost and deliver expense, subject to Tenant for review reimbursement by Landlord from the Construction Allowance, the final architectural, mechanical (including heating, ventilating and comment construction plansair-conditioning) electrical, plumbing and structural plans and specifications and drawings for ("Working Drawings") necessary to complete the Tenant Improvements work (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially "Work") required to construct the improvements to the Expansion Premises depicted in accordance with the Space PlanPlan previously approved by Landlord. Tenant shall cause Architect to submit the finished Working Drawings to Landlord and Landlord shall review the Working Drawings and grant its consent or denial thereof within five (5) business days after receipt of all of the Working Drawings, which approval shall not be solely responsible unreasonably withheld or delayed (provided in all events Landlord may withhold its consent to the Working Drawings to the extent the same affects the structural integrity of the Building or adversely or materially affects any Building system). To the extent Landlord does not provide its consent to the Working Drawings as aforesaid, Landlord shall state, with specificity, Landlord's reasons for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvementssuch disapproval. Tenant shall deliver its written comments on then be required to make such corrections as Landlord may designate and resubmit the TI Construction Working Drawings to Landlord not later than 7 days after Tenant’s receipt for its consent. Subsequent to Landlord's approval of the same; providedWorking Drawings, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant changes to the foregoing sentence shall not delay the design or construction schedule for the Working Drawings requested by Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions prior written consent of Section 4 belowLandlord, Landlord which consent shall not materially modify be unreasonably withheld or delayed, provided Landlord may withhold its consent to any of said changes for the TI Construction same reasons previously stated for not approving the Working Drawings except and under the same conditions as may be reasonably required stated in connection with the issuance preceding Paragraph. Tenant shall pay to Landlord any reasonable out-of-pocket costs or expenses Landlord incurs in the process of reviewing the TI Permit (as defined in Section 3(b) below)Working Drawings or any changes thereto.

Working Drawings. Tenant has prepared and submitted to Landlord, for Landlord's approval, final architectural, mechanical (including heating, ventilating and air-conditioning), electrical, plumbing, and structural plans and specifications ("Working Drawings") prepared by Hydzik ▇▇▇▇▇▇ Associates, Ltd. necessary to complete the work depicted on the Preliminary Plans and to obtain a building permit and other governmental approvals for commencement of the improvements shown thereon. Tenant, at Landlord's cost chargeable against the Planning Allowance, shall pay for the cost of preparing the Working Drawings. Landlord shall review the Working Drawings and grant its consent thereto (or disapproval of the Working Drawings thereof) within five (5) business days after receipt thereof, which approval shall not be unreasonably withheld. Failure by Landlord to disapprove the Working Drawings within said five (5) business day period shall be deemed an approval by Landlord of the Working Drawings. If Landlord disapproves the Working Drawings as aforesaid, Landlord shall state with specificity Landlord's reason for disapproval. Tenant shall then modify the Working Drawings to satisfy Landlord's objections and resubmit the Working Drawing to Landlord for its consent or denial, which resubmittal shall be accomplished within five (5) business days. The foregoing procedure shall be followed until final Landlord approval of the Working Drawings. The final Working Drawings approved by Landlord shall be herein referred to as the "Approved Working Drawings." If during construction there is a conflict between the Building Shell and Core and the construction contemplated by the Approved Working Drawings, the Building Shell and Core conditions shall prevail. In no event shall Landlord's review or approval of the Working Drawings give rise to any liability of Landlord with respect to the Working Drawings, including but not limited to issues of compliance with applicable laws and regulations or otherwise, all such responsibility to remain with Tenant. Once there exists Approved Working Drawings , Tenant shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected constructed in the TI Construction Drawings is substantially in accordance with the Space Plan, Premises ("Work" or "Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) belowImprovements Work").

Working Drawings. Not later than ten (10) business days following execution of the Lease, Landlord shall cause the TI Tl Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“"TI Construction Drawings”"), which TI Construction Drawings shall be prepared substantially in accordance with the Space Planpreliminary plans and specifications for development of the Tenant Improvements (the "Preliminary TI Plans") which Tenant acknowledges having already reviewed and approved. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s 's requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 five (5 business days after Tenant’s 's receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Preliminary TI Plans without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 five (5) business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s 's review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPreliminary TI Plans approved by Tenant, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 2(d) below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)Permit.

Working Drawings. Landlord Tenant's architect shall cause prepare from the TI Architect to prepare and deliver to Tenant for review and comment construction approved Space Plans complete architectural plans, drawings and specifications and drawings complete engineered mechanical, structural and electrical Working Drawings for (i) all of the Tenant Improvements Premises showing the demising plan, finish schedule of building standard items (“TI Construction Drawings”i.e. carpeting and other floor coverings), and Tenant's design work desired by Tenant therefor, and (ii) any internal or external communications or special utility facilities which TI Construction will require conduits or other improvements (collectively "Final Working Drawings shall be prepared substantially in accordance with and Specifications"; the Space Plan. Tenant shall be solely responsible for ensuring that work shown thereon being called the TI Construction Drawings reflect "Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated's Work"), but Tenant’s review rights all in such form and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except detail as may be reasonably required by Landlord. The Final Working Drawings and Specifications shall be prepared by Tenant's architect and engineer and the engineering work on the mechanical and electrical plans shall be performed by Tenant's engineers. Tenant's architect and engineer shall furnish all services necessary for the preparation of the Final Working Drawings and Specifications and for securing approval by Landlord and for securing such approvals as, by reason of the nature of the Tenant's Work, shall be required from any governmental authority having jurisdiction or compliance deemed necessary by Landlord including without limitation ACM (asbestos containing material), hazardous wastes or materials, OSHA, CAL-OSHA, life-safety, sprinklers and the like. Landlord shall reasonably approve or disapprove of the Final Working Drawings and Specifications within five (5) business days after receipt thereof. If Landlord shall disapprove of any part of the Final Working Drawings and Specifications, Landlord shall advise Tenant of such disapproval, and the reasons therefor within said five (5) business day period, and Landlord and Tenant shall thereafter negotiate in connection good faith to remove Landlord's reasonable objections. Tenant shall then submit to Landlord for Landlord's approval, a redesign of the Final Working Drawings and Specifications incorporating the revisions agreed to by the parties, which Landlord shall approve or disapprove in accordance with the issuance of foregoing procedure. Final Working Drawings and Specifications shall comply with all conditions set forth in Paragraph 1.3 below. Unless otherwise specified in the TI Permit (Final Working Drawings and Specifications, Tenant shall use building standard materials as defined in Section 3(b) below)determined by Landlord.

Working Drawings. Landlord On or before the date which is sixty (60) days following Landlord’s approval of the TI Design Drawings, Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant Landlord shall deliver its written comments on the TI Construction Drawings to Landlord Tenant not later than 7 10 business days after TenantLandlord’s receipt of the same; provided, however, that Tenant Landlord may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting TI Design Drawings. If Landlord fails to notify Tenant of Landlord’s approval or approval with comments of the TI Construction Drawings within such ten (10) business day period, Tenant shall have the right to provide Landlord with a Change second written request for approval (a “Second Request”) that specifically identifies the TI Construction Drawings and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 2(d) OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TI CONSTRUCTION DRAWINGS.” If Landlord fails to respond to such Second Request within five (5) business days after receipt by Landlord, the TI Construction Drawings shall be deemed approved by Landlord. Tenant and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Landlord how Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvementscomments. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(e) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTI Design Drawings, Tenant Landlord shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change RequestTenant. Once approved by TenantLandlord, subject to the provisions of Section 4 below, Landlord Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b3(a) below).

Working Drawings. After the Space Plan has been approved (or deemed approved) by Landlord (and Tenant), Tenant shall supply the Architect and the Building Consultants with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements for the applicable portion of the Premises, to enable the Architect and the Building Consultants to complete the Working Drawings (as defined below). Tenant shall cause the TI Architect and the Building Consultants to prepare promptly complete the architectural and deliver engineering drawings for such portion of the Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete (i.e., fully supported with calculations and other back up as requested by ▇▇▇▇▇▇▇▇ and sufficient to allow subcontractors to bid on the work and to submit to the City and County of San Francisco Department of Building Inspection to obtain all applicable permits) (collectively, the “Working Drawings”) and shall submit four (4) hard copies and one (1) electronic copy signed by Tenant to Landlord for Landlord’s (and ▇▇▇▇▇▇▇▇’s) review and comment construction plans, specifications and drawings for the approval. Landlord shall advise Tenant Improvements within ten (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10) business days after TenantLandlord’s receipt of the same; providedWorking Drawings if Landlord, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shallfaith, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided determines that the design reflected in same are approved or are unsatisfactory or incomplete. If Tenant is advised that the TI Construction Working Drawings is substantially in accordance with the Space Planare unsatisfactory or are incomplete, Tenant shall approve promptly revise the TI Working Drawings to correct any deficiencies or other matters Landlord may reasonably require. The ten (10) Business Day period shall only commence when the Working Drawings are complete and fully supported with calculations and other back up as requested by Landlord. If Landlord fails to respond within such ten (10) Business Day period, Tenant shall deliver Landlord an additional notice requesting approval and if Landlord thereafter fails to respond within five (5) business days of receipt of such additional notice, Landlord will be deemed to have approved such Working Drawings. After approval (or deemed approval) by Landlord of the Working Drawings, Tenant shall submit the same to the appropriate municipal authorities for all applicable building permits. Tenant hereby agrees that neither ▇▇▇▇▇▇▇▇ nor Landlord’s consultants shall be responsible for obtaining any building permit or for obtaining interim or final signoffs on such permits and that obtaining the same shall be Tenant’s responsibility; provided that Landlord shall cooperate with Tenant in executing permit applications and other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or sign-off. In no event shall Tenant commence any construction work in any portion the Premises prior to Landlord’s written approval of the Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject therefor and prior to the provisions date that all required governmental permits are obtained and copies of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)all such permits are provided to Landlord.

Working Drawings. Landlord (a) No later than thirty (30) days from the date of the Lease, Lessor shall cause the TI Architect Architect, under contract with Lessor, to prepare and deliver to Tenant Lessee for review and comment construction Lessee’s approval detailed, plans, specifications and working drawings for the Tenant Improvements construction of the improvements shown on the Approved Space Plan, in such form and detail as may be reasonably required by Lessor (the “TI Construction Working Drawings”), which TI Construction . (b) Lessee’s approval or disapproval of the Working Drawings shall be prepared substantially in accordance with delivered to Lessor by written notice within ten (10) days after Lessor’s delivery of the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Working Drawings to Landlord not later than 7 days after Tenant’s receipt of the sameLessee; provided, however, that Tenant may the sole basis for disapproval by Lessee of the Working Drawings shall be either (i) an inconsistency with or deviation from the scope of work provided in the Approved Space Plan or (ii) correction of architect errors in the Working Drawings. The addition of improvements or design elements not disapprove contemplated by the Approved Space Plan shall be deemed a Change Order (as defined below). If Lessee timely and validly disapproves of any matter that is substantially portion of the Working Drawings, Lessee shall advise Lessor in writing of such disapproval and the reasons therefor. Lessor shall then submit the revised Working Drawings to Lessee, incorporating those revisions as Lessor determines are consistent with the Approved Space Plan, which approval shall be granted or withheld by Lessee by written notice to Lessor delivered not later than five (5) days following Lessee’s receipt of the revised Working Drawings. The foregoing process shall be repeated until the Working Drawings have been approved by both Lessor and Lessee; provided, however, any revisions to the Working Drawings following the second such revision shall be deemed a Lessee Delay (as defined below), but only if this provides an actual delay of more than one day to the finalizing the Working Drawings. The Working Drawings, as approved by Lessor and Lessee, are referred to herein as the “Final Plans.” The improvements detailed on the approved Final Plans are hereinafter referred to as the “Lessee Improvements.” Any changes made to the approved Final Plans shall require Lessor’s written consent in accordance with this Work Letter. (c) The Final Plans shall include a detailed construction budget (the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI “Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) belowBudget”).

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

Working Drawings. Not later than March 20, 2006, Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the TI Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the TI Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the TI Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord After the Space Plan has been approved (or deemed approved) by Sublandlord (and Landlord), Subtenant shall supply the Architect and the Building Consultants with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements for the applicable portion of the Subleased Premises, to enable the Architect and the Building Consultants to complete the Working Drawings (as defined below). Subtenant shall cause the TI Architect and the Building Consultants to prepare promptly complete the architectural and deliver engineering drawings for such portion of the Subleased Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to Tenant allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Working Drawings”) and shall submit four (4) hard copies and one (1) electronic copy signed by Subtenant to Sublandlord for Sublandlord’s (and Landlord’s) review and comment construction plans, specifications and drawings for the Tenant Improvements approval. Sublandlord shall advise Subtenant within ten (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days 10) Business Days after TenantSublandlord’s receipt of the sameWorking Drawings if Sublandlord, in good faith, determines that the same are approved or are unsatisfactory or incomplete. If Subtenant is advised that the Working Drawings are unsatisfactory or are incomplete, Subtenant shall promptly revise the Working Drawings to correct any deficiencies or other matters Sublandlord may reasonably require. If Sublandlord fails to respond within such ten (10) Business Day period, Subtenant shall deliver Sublandlord an additional notice requesting approval and if Sublandlord thereafter fails to respond within three (3) Business Days of receipt of such additional notice, Sublandlord will be deemed to have approved such Working Drawings. After approval (or deemed approval) by Sublandlord of the Working Drawings, Subtenant shall submit the same to the appropriate municipal authorities for all applicable building permits. Subtenant hereby agrees that neither Sublandlord nor Sublandlord’s consultants shall be responsible for obtaining any building permit or for obtaining interim or final sign-offs on such permits and that obtaining the same shall be Subtenant’s responsibility; provided, however, provided that Tenant may not disapprove Sublandlord shall cooperate with Subtenant in executing permit applications and other ministerial acts reasonable necessary to enable Subtenant to obtain any matter such permit or sign-off. In no event shall Subtenant commence any construction work in any portion the Subleased Premises prior to Sublandlord’s written approval of the Construction Drawings therefor and prior to the date that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord all required governmental permits are obtained and the TI Architect shall consider copies of all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes permits are provided to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)Sublandlord.

Working Drawings. Based upon the Approved Space Plan, by the date specified in the Work Schedule, Landlord shall cause the TI Architect Engineers to prepare complete and deliver to Tenant for review Tenant's approval, two (2) copies of complete, fully coordinated architectural and comment construction plans(to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications and drawings for the Tenant Improvements for the Premises in a form which is sufficiently complete to allow the Contractor and all subcontractors to bid on the work shown therein and to obtain all applicable Permits (“TI Construction defined below) therefor (collectively, the "Working Drawings”"), which TI Construction . The Working Drawings shall be prepared substantially in accordance consistent with the Approved Space Plan. Tenant shall, by the date specified in the Work Schedule, either (i) approve the Working Drawings, (ii) approve the Working Drawings subject to specified conditions to be satisfied by Landlord prior to submission of the same by Landlord for the Permits, or (iii) disapprove and return the same to Landlord with required revisions. If Tenant disapproves the Working Drawings, within three (3) business days of receipt of such disapproval, Landlord shall cause the Architect to make all changes thereto required to satisfy Tenant's required revisions and shall resubmit to Landlord such revised Working Drawings, and Landlord shall, within three (3) business days after Tenant receives such resubmitted Working Drawings, approve, approve with conditions, or disapprove the resubmitted Working Drawings, with the foregoing procedure to be repeated until the Working Drawings are ultimately approved by Tenant. The Working Drawings, as approved by Tenant pursuant to this Section 1(c) shall be solely responsible referred to in this Work Letter Agreement as the "Approved Working Drawings." Landlord shall cause the process of preparing and approving the Working Drawings to be completed by such a time that will not delay Landlord's submission of the bid materials and Approved Working Drawings to the Bidding Contractors with sufficient time for ensuring that such Bidding Contractors to prepare bids for the TI Construction Drawings reflect Tenant’s requirements for construction of the Tenant Improvements. , and for Landlord to review, analyze and deliver to Tenant shall deliver its a detailed written comments on recommendation regarding the TI Construction Drawings to Landlord not bids of the Bidding Contractors, by no later than 7 days after Tenant’s receipt of the same; providedSeptember 27, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)2005.

Working Drawings. Landlord shall cause the TI Tl Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Tl Construction Drawings”), which TI Tl Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Tl Construction Drawings to Landlord not later than 7 10 business days after TenantT▇▇▇▇▇’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan and which disapproval would result in any delay of the Substantial Completion of Landlord’s Work or an increase in the Tl Costs without submitting a Change Request. Landlord and the TI Tl Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but TenantT▇▇▇▇▇’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Tl Construction Drawings is substantially in accordance consistent with the Space Plan, Tenant shall approve the TI Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Tl Construction Drawings except as may be reasonably required in connection with the issuance of the TI Tl Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans and the TI Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Plans and TI Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(f) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlans and TI Specifications, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord After the Space Plan has been approved by Landlord, Tenant shall supply the Architect and the Building Consultants with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements, to enable the Architect and the Building Consultants to complete the Working Drawings and shall cause the TI Architect and the Engineers to prepare promptly complete the architectural and deliver engineering drawings, and Architect shall compile a fully coordinated set of drawings, including but not limited to Tenant architectural, structural, mechanical, electrical, plumbing, fire sprinkler and life safety in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Working Drawings”) and shall submit the same to Landlord for Landlord’s review and comment construction plans, specifications and drawings for the approval. Landlord shall advise Tenant Improvements within five (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 5) business days after Tenant▇▇▇▇▇▇▇▇’s receipt of the sameWorking Drawings if Landlord, in good faith, determines that the same are approved or are unsatisfactory or incomplete. If Tenant is so advised, Tenant shall promptly revise the Working Drawings to correct any deficiencies or other matters Landlord may reasonably require. Tenant may elect to submit the Working Drawings to the appropriate city/governmental agency to start the permit process prior to receiving Landlord’s approval of the Working Drawings; provided, however, that Tenant may the Working Drawings shall not disapprove any matter that is substantially in accordance with be deemed approved by Landlord until ▇▇▇▇▇▇ has revised the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Working Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design correct any deficiencies or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, other matters Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)require.

Working Drawings. Within a reasonable period following the approval of the Space Plans, Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant▇▇▇▇▇▇’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Plans without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant▇▇▇▇▇▇’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlans, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans and the TI Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Plans and TI Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlans and TI Specifications, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below), which material modification shall be subject to the reasonable review and approval of Tenant.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“"TI Construction Drawings”"), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s 's requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s 's receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s 's review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant Lessee shall be solely responsible for ensuring the timely preparation and completion of all preliminary and final Working Drawings. Lessee shall retain its own architects and engineers to prepare Working Drawings, provided that Lessor first approves such engineers and architects so selected by Lessee, which approval shall not be unreasonably withheld or delayed. On February 23, 2007, Lessee delivered to Lessor the TI preliminary Working Drawings identified on Schedule 2 attached to these Construction Provisions and made a part hereof, and Lessor has approved those Working Drawings. In addition, Lessee agrees that upon receipt of written notice from Lessor upon the expiration or earlier termination of this Lease, Lessee shall, at its sole cost and expense, remove those portions of Lessee's Work listed on Schedule 3 attached to these Construction Provisions which are identified in Lessor's notice and restore those portions of the Leased Premises as provided on Schedule 3. Lessee acknowledges and agrees that with respect to systems to be installed or modified in the Leased Premises that connect to systems outside of the Leased Premises (e.g., fire alarm), Lessor will not approve the final Working Drawings reflect Tenant’s requirements for if they specify systems or components that do not match the Tenant Improvementsexisting system or components currently in the Leased Premises. Tenant In addition, with respect to the existing tiled areas in the Leased Premises, Lessee agrees to carpet over the existing tile rather than remove the same. Lessor shall, at its sole cost and expense, repair or replace any broken or loose floor tiles prior to the installation of such carpeting. Lessee shall revise the preliminary Working Drawings to incorporate the corrections and modifications requested by Lessor and shall deliver its written comments on the TI Construction final Working Drawings to Landlord not later than 7 days after Tenant’s receipt of Lessor for approval. Lessor shall review the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction final Working Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenantand, subject to the provisions of Section 4 Paragraph 12 below, Landlord Lessor shall, within ten (10) business days after receipt thereof, either (a) notify Lessee that Lessor has approved the final Working Drawings, or (b) provide to Lessee a list of corrections and modifications which Lessor requires to be made to the Working Drawings for the reasons set forth in the last sentence of the preceding paragraph. Lessor shall also provide to Lessee within such 10-business day period a supplementary list of those elements of Lessee's Work which Lessee must remove at the expiration or earlier termination of this Lease. In the event Lessor returns the Working Drawings to Lessee for correction or modification, Lessee shall diligently correct the Working Drawings and re-submit them to Lessor for approval pursuant to the preceding provisions of this paragraph. No work shall be performed will final Working Drawings have been approved in writing by Lessor. The review and/or approval by Lessor or its architect or engineers of any plans, sketches or Working Drawings submitted by Lessee relating to Lessee's Improvements shall not materially modify (i) constitute an opinion or representation by Lessor that the TI Construction Drawings except same are in compliance with all applicable Legal Requirements and Insurance Requirements, or as may be reasonably required in connection to the feasibility of constructing the work shown thereon, or (ii) impose on Lessor any responsibility for a design defect, it being agreed that all such responsibility shall remain solely with the issuance of the TI Permit (as defined in Section 3(b) below)Lessee.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlan and the TI Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan and/or the TI Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance are consistent with the Space PlanPlan and the TI Specifications, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant Landlord shall deliver its written comments on the TI Construction Drawings to Landlord Tenant not later than 7 10 business days after TenantLandlord’s receipt of the same; provided, however, that Tenant Landlord may not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting a Change RequestPlans. Landlord Tenant and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Landlord how Tenant how Landlord proposes to respond to such comments (provided comments. Provided that any comments made the 731887685.7 design reflected in order to cause the TI Construction Drawings to be is consistent with the Space Plan will be incorporated)Plans or otherwise reasonably acceptable to Landlord, but Landlord shall approve the TI Construction Drawings submitted by Tenant’s review rights . If Landlord fails to respond within such 10 business day period, then Tenant may provide Landlord with a second written notice stating in bold and all caps 12 point font that Landlord’s response failure to respond to Tenant’s comments pursuant TI Construction Drawings within 3 business days after Landlord’s receipt of the second notice shall be deemed approval by Landlord, and if Landlord does not respond within such 3 business day period, then Landlord shall be deemed to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvementshave approved such TI Construction Drawings. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by TenantLandlord, subject to the provisions of Section 4 below, Landlord Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b3(a) below).

Working Drawings. Landlord Following Landlord’s and Tenant’s approval of the TI Design Drawings, Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord and the Architect for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with represent the Space Planlogical evolution of the approved TI Design Drawings. As between Landlord and Tenant, Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. The TI Construction Drawings shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and in particular, but without limitation, Landlord shall not object to any feature of the TI Construction Drawings that was included in the TI Design Drawings or which is a logical extension thereof unless it would reasonably be expected to materially or adversely impact the Building Shell or Building Systems. Landlord shall notify Tenant of its approval or disapproval of the TI Construction Drawings within 10 business days after Landlord receives the TI Construction Drawings and, if disapproved, Landlord shall deliver its written comments on return the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt Tenant with a detailed explanation of the samereason(s) for disapproval, and the procedure described in Section 3(b) above shall be repeated until Landlord approves, in writing, the TI Construction Drawings; provided, however, that Tenant may not disapprove any matter that is substantially disputes in accordance connection with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d3(d) hereof. Provided that the design reflected in the The approved TI Construction Drawings is substantially in accordance with Drawings, as modified, shall be deemed the Space Plan, Tenant shall approve the “TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)Drawings”.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlans and the TI Specifications. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 days after Tenant’s Te▇▇▇▇’▇ receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Plans and TI Specifications without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s Te▇▇▇▇’▇ review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlans and TI Specifications, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord Not later than 15 business days following the approval of the TI Design Drawings by Landlord, Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanTI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant Landlord shall deliver its written comments on the TI Construction Drawings to Landlord Tenant not later than 7 10 business days after TenantLandlord’s receipt of the same; provided, however, that Tenant may Landlord shall not disapprove any matter that is substantially in accordance consistent with the Space Plan without submitting a Change RequestTI Design Drawings, and provided further that if Landlord fails to respond to Tenant within 10 business days after Landlord’s receipt of the TI Construction Drawings or revisions, Landlord shall be deemed to have approved the same. Landlord Tenant and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Landlord how Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvementscomments. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanTI Design Drawings, Tenant Landlord shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change RequestTenant. Once approved by TenantLandlord, subject to the provisions of Section 4 below2(d) hereof, Landlord Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) belowhereof). The TI Design Drawings and the TI Construction Drawings shall be prepared to account for vertical penetrations through to the roof to accommodate fixture air shafts, electrical pathways, plumbing sleeves and similar items for service to other floors of the Building, as directed by Landlord.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanDesign Development Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan Design Development Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d2(f) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanDesign Development Drawings, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord Following Landlord’s and Tenant’s approval of the TI Design Drawings, Tenant shall cause the TI Architect to prepare and deliver to Tenant Landlord and the Architect for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction 725342217.2 B-2 Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with represent the Space Planlogical evolution of the approved TI Design Drawings. As between Landlord and Tenant, Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. The TI Construction Drawings shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and in particular, but without limitation, Landlord shall not object to any feature of the TI Construction Drawings that was included in the TI Design Drawings or which is a logical extension thereof unless it would reasonably be expected to materially or adversely impact the Building Shell or Building Systems. Landlord shall notify Tenant of its approval or disapproval of the TI Construction Drawings within 10 business days after Landlord receives the TI Construction Drawings and, if disapproved, Landlord shall deliver its written comments on return the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt Tenant with a detailed explanation of the samereason(s) for disapproval, and the procedure described in Section 3(b) above shall be repeated until Landlord approves, in writing, the TI Construction Drawings; provided, however, that Tenant may not disapprove any matter that is substantially disputes in accordance connection with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d3(d) hereof. Provided that the design reflected in the The approved TI Construction Drawings is substantially in accordance with Drawings, as modified, shall be deemed the Space Plan, Tenant shall approve the “TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)Drawings”.

Working Drawings. Landlord shall cause the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space PlanPlan and the Subsequent Premises Space Plans, respectively. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant ImprovementsImprovements with respect to the Initial Fifth Expansion Premises and the Subsequent Fifth Expansion Premises, respectively. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance consistent with the Space Plan or the Subsequent Premises Space Plans, respectively, without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated)comments, but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant ImprovementsImprovements with respect to the Initial Fifth Expansion Premises or the Subsequent Fifth Expansion Premises. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance consistent with the Space PlanPlan and the Subsequent Premises Space Plans, respectively, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord shall cause (a) Working drawings (the TI Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings "Working Drawings") for the Tenant Improvements (“TI Construction Drawings”)shall comprise the final architectural, mechanical and electrical plans and specifications approved by Landlord and Tenant, which TI Construction shall be the basis for performance of all work in the Premises 121 herein contemplated. Except as described below, the Working Drawings shall be prepared substantially in accordance with at 1/8" = 1' scale and will include architectural and engineering drawings and specifications as well as notes necessary for pricing, permits and construction and calculations of quantities of items. Working Drawings will include but not be limited to the following, if applicable: (i) partition plan at 1/8" scale; (ii) reflected ceiling and lighting plan; (iii) electrical and telephone outlet plan; (iv) mechanical and plumbing plan; (v) finish and color schedule; (vi) door and hardware schedule including jamb details at 1-1/2" scale for doors and/or jambs if required; and (vii) all other architectural and engineering detail drawings and specifications reasonably necessary to accomplish the work including detailed representation and/or elevations of all special conditions at 1-1/2" scale. (b) Promptly after the execution and delivery of the Lease, Landlord's architect and engineer shall commence preparation of the Working Drawings, which shall be based on the Space Plan. Landlord's contractor, PCW Construction, Inc. ("Landlord's Contractor"), shall deliver the Working Drawings to Tenant for written approval promptly after any pricing relating to Excess Improvements in the Space Plan have been determined. Within seventy-two (72) hours after Tenant's receipt of the Working Drawings, Tenant shall be solely responsible notify Landlord in writing whether (i) Tenant desires any changes in the Working Drawings and (ii) Tenant's approval or conditional approval of the Working Drawings. If Tenant has requested pricing for ensuring Excess Improvements, Tenant shall also notify Landlord in writing that the TI Construction pricing therefor is acceptable and that Tenant acknowledges its obligation to pay for the Excess Improvements as a Tenant Cost and Tenant will deposit the cost therefor with Landlord. (c) If Tenant fails to approve or disapprove the Working Drawings reflect or the cost of the Excess Improvements, if any, within seventy-two (72) hours, then (i) Landlord's deadline for Substantial Completion (as hereinafter defined) pursuant to the Schedule of Responsibilities attached hereto as Exhibit B-2 and made a part hereof by this reference shall be extended by the number of days or hours from the time specified in the Schedule of Responsibilities for Tenant’s requirements for 's approval of the Working Drawings and/or the Tenant Costs until the pricing is finally acceptable to Tenant, and such number of days or hours shall be a Tenant Delay (as hereinafter defined) and (ii) any redesign costs that may be incurred as a result of changes requested by Tenant in the Working Drawings outside of the scope of the Space Plan shall be a Tenant Cost. Upon Tenant's approval of the Working Drawings and, if there are any Tenant Costs, upon Tenant's payment of any deposits with Landlord, Landlord's Contractor shall commence construction of the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to Landlord not later than 7 days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is substantially in accordance with the Space Plan without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how Landlord proposes to respond to such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below).

Working Drawings. Landlord Subject to obtaining Landlord’s approval of the Preliminary Plans, Tenant shall cause the TI arrange for ▇▇▇▇▇▇’s Architect to prepare working drawings and deliver to Tenant for review specifications, including architectural, mechanical, electrical, plumbing and comment construction plans, specifications and other shop drawings for (the Tenant Improvements (“TI Construction Working Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements ) for the Tenant Improvements. Tenant The Working Drawings shall deliver its written comments be based on the TI Construction Preliminary Plans approved by Landlord. Landlord shall approve or disapprove of the Working Drawings by written notice to Landlord not later than 7 Tenant within five (5) business days after Tenant▇▇▇▇▇▇▇▇’s receipt of the same; providedWorking Drawings. Landlord shall not unreasonably withholds its approval of the Working Drawings If Landlord disapproves the Working Drawings, howeverLandlord’s written notice to Tenant disapproving of the Working Drawings shall include (i) a de scription of the disapproved element of the Preliminary Plans, that (ii) the reasons for Landlord’s disapproval and (iii) at Landlord’s option, suggested modifications to the Working Drawings. If Landlord disapproves of the Working Drawings, Tenant may not shall arrange for ▇▇▇▇▇▇’s Architect to revise the Working Drawings to address ▇▇▇▇▇▇▇▇’s comments and/or incorporate ▇▇▇▇▇▇▇▇’s proposed changes and resubmit the Working Drawings to Landlord for Landlord’s review and approval. Landlord shall review the revised Working Drawings and approve or disapprove any matter that is substantially of the revised Working Drawings within three (3) days after Landlord’s receipt thereof in accordance with the Space Plan without submitting a Change Requestprocedure provided above. The Working Drawings which have been approved by Landlord and are hereinafter referred to as the TI Architect shall consider all such comments in good faith and shall, within 7 days after receipt, notify Tenant how “Approved Working Drawings” If Landlord proposes fails to respond to ▇▇▇▇▇▇’s request for approval or disapproval of the Working Drawings within the time periods provided for above, such comments (provided that any comments made in order to cause the TI Construction Drawings to be consistent with the Space Plan will be incorporated), but Tenant’s review rights and Landlord’s response to Tenant’s comments pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments approval shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is substantially in accordance with the Space Plan, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject deemed to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(b) below)have been given.