Common use of Change Requests Clause in Contracts

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions For any change CCL wishes to make to the Approved Final Drawings --------------- Installation Schedule or for any desired Custom Programming, CCL shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) notify Allin of the necessary information and/or plans and specifications for any changes or revisions requested change specifying the change with sufficient details to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings enable Allin to evaluate it ("Change RequestsRequest"). Change Requests shall be in writing either using the form attached hereto as Schedule 3.2 or otherwise ------------ providing substantially the same information. All CCL Change Requests shall be initiated by Xxxxx Xxx or his designee and any responses thereto by Allin shall be directed to Xx. Xxx. Any Change Requests that take less than [REDACTED - CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate will be assessed at no cost to CCL. If a Change Request will take longer than [REDACTED - CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate, Allin will submit to CCL for its prior written approval the costs associated with such evaluation. Allin will thereafter only proceed if CCL has approved such evaluation costs. Allin shall accept any Change Requests unless Allin can show that the Change Request would be materially detrimental to the performance of the Application, materially contrary to the Solution Vision or have a material adverse effect on the Project Plan, or the Installation Schedule (as that term is defined in the Master Agreement). Notwithstanding the foregoing Allin shall have no obligation to proceed with any Change Request until the parties have mutually agreed upon (i) the cost and the approval by Landlord of payment terms associated with such Change Request(s)Request as well as, which approval Landlord (ii) the impact that such Change Request has on the Project Plan, Application and/or Installation Schedule, except that Allin agrees shall not that any cost proposals in connection with a Change Request will be unreasonably withheldreasonable and negotiated in good faith, Landlord shall perform the additional work associated and will be determined in a manner consistent with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following System pricing. The provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, Agreement shall be added deemed amended to the Tenant Improvement Costs and shall be paid for by Tenant as and with incorporate any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved mutually agreed Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkRequests.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant, to the extent such costs exceed the Tenant Improvement Allowance, as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved Final Drawings approved final drawings --------------- shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings approved final drawings and/or for any work other than the Work described in the Approved Final Drawings approved final drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Workfinal drawings.

Change Requests. No changes or revisions to the Approved approved Final Drawings Plans and --------------- Specifications shall be made by either Landlord and/or Contractor or Tenant unless approved in writing by both parties. The parties agree to make all nonmaterial changes required by any public agency to conform with governmental regulations. Tenant shall have the right (subject to Landlord's approval, which shall not be unreasonably withheld or delayed) to request changes in Landlord's Work beyond the scope of work generally described in the attached Exhibit "1" ("Change Orders"). All such Change Order requests shall comply with applicable laws. Upon Tenantreceipt of a Change Order, Landlord and/or Contractor and Tenant shall meet to agree upon the cost of any additions to Landlord's request Work ("Additive Change Orders") or deductions from Landlord's Work ("Deductive Change Orders") and submission the adjustment if any in the delivery time tables set forth in this Work Letter or the Lease ("Time Changes"). Landlord and Contractor agree to use their best efforts to obtain the lowest possible price on any Additive Change Order and to obtain the greatest value on any Deductive Change Orders. If Landlord/Contractor and Tenant are unable to agree on the amount of any Time Changes, such dispute shall be settled by an architect in the manner prescribed by Section 28 of the Lease. The difference between the sum of all Additive Change Orders and all Deductive Change Orders shall be refereed to the "Net Change Order." For all Change Orders approved by Tenant before December 1, 1997, Landlord grants Tenant the right to make up to Seven Hundred Thousand Dollars ($700,000) (the "Change Order Fund") of Net Change Orders and to incorporate (at Tenant's sole cost and expenseoption) of the necessary information and/or plans and specifications for any changes all or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord a portion of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") Order Fund into an increase in the standard form then Base Rent in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and accordance with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the changethis Section. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Net Change Order exceeds Seven Hundred Thousand Dollars ($700,000), Tenant Improvement Costs for any deletions shall pay the excess to Landlord in cash. If the Net Change Order incurred and spent by Tenant by December 1, 1997 is less than or equal to Seven Hundred Thousand Dollars ($700,000), then Tenant shall have the right to incorporate all or a portion of such amount by increasing the initial Annual Base Rent over the initial ten (10) years of the Term in an amount equal to ten percent (10%) of such Net Change Order or paying all or a portion of such amount in cash. Any amounts payable by Tenant to Landlord shall be due thirty days after the Rent Commencement Date. If the Net Change Order is less than zero, Landlord shall pay such amount to Tenant in cash. Tenant shall elect in writing what portion of the Net Change Order Tenant elects to convert into an increase in Base Rent by December 1, 1997. From and after December 31, 1997, the Net Change Orders approved by Tenant not incorporated as a change in the scope of Base Rent will be either be paid in cash by Tenant to Landlord or paid in cash by Landlord to Tenant (as the Workcase may be) within thirty (30) days after the Rent Commencement Date.

Change Requests. No changes or revisions to the Approved Final Drawings --------------- shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's Tenants sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 1110. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), ) and Change Order and any delays associated therewith, shall be added to the EP Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess EP Tenant Improvement Costs as set forth in Section 10 above11 below. Any delays associated with any Change Request or Change Order shall be considered a Tenant Delay. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the EP Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final --------------- Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant for Tenant's approval or disapproval a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 aboveabove if and to the extent the cost of such change order causes the Tenant Improvement Costs to exceed the Tenant Improvement Allowance. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-on- site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant, to the extent such costs exceed the Tenant Improvement Allowance, as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails falls to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner, if and to the extent that such cost is Excess Tenant Improvement Costs. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profitprofit in the amount of two and one-half percent (2.5%) of the costs of the Change Requests and Change Orders, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related theretothereto to the extent such costs are Excess Tenant Improvement Costs, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings Plans and Specifications shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's Any request and submission by Tenant (at Tenant's sole cost and expense) or Landlord for a change in the Office Improvements after final approval of the necessary information and/or plans Final Plans and specifications for any changes or revisions Specifications by Landlord and Tenant (a “Change Request”) shall be presented to the Approved Final Drawings and/or for any work other than the Work described non-requesting party in the Approved Final Drawings ("Change Requests") writing and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence all information necessary to clearly identify and explain the proposed change. As soon as practicable after receipt of such Change Request from Tenant, Landlord shall notify Tenant in writing of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the estimated cost of all on-site supervisory and administrative staffsuch Change Request as well as the estimated increase in construction time caused by the Change Request, officeif any. Tenant shall approve or disapprove such estimates in writing within three (3) business days after receipt of Landlord’s notice. Upon receipt of such written approval, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and shall be authorized to cause General Contractor to proceed with implementation of the General Contractor's price for effecting the changeChange Request. If Tenant disputes such estimates, or fails to execute or deliver approve in writing such Change Orderestimates within such three (3) business day period, or to pay the costs related thereto, then Landlord shall not be obligated required to do any additional work related to proceed with such approved Change Request(s) and/or Change OrdersRequest, and all costs incurred by Landlord may proceed to perform only the Work, as specified or General Contractor in preparing such estimates shall be included in the Approved Final Drawingscost of the Office Improvements, which cost shall be paid by Tenant; provided, however, that the parties shall promptly negotiate in good faith to resolve any dispute over the Change Request. If Landlord shall equitably adjust is instructed in writing by Tenant to proceed with a Change Request prior to determination of the increased cost or increased construction time resulting from such Change Request and without approval of such increase by Tenant, the amount thereof shall be determined by Landlord upon completion of the Office Improvements, subject only to Landlord furnishing to Tenant Improvement Costs for any deletions in appropriate back-up information from the scope of General Contractor concerning the Workincreased costs and increased construction time, if any.

Change Requests. No changes or revisions to the Approved approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved approved Final Drawings and/or for any work other than the Work described in the Approved approved Final Drawings ("“Change Requests"”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 119. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work associated with any Change Order to Landlord in the following described mannercash concurrently with Tenant’s execution and delivery of any Change Order to Landlord. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be “Excess Tenant Improvement Costs”, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in this Section 10 above9. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any actual out-of-pocket architectural or design fees, Landlord's ’s construction fee for overhead and profit, the actual out-of-pocket cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's ’s consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the Work.

Change Requests. No changes or revisions to the Approved approved Final Drawings Plans shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's request and submission Landlord agrees to make all changes (i) required by any public agency to conform with governmental regulations, or (ii) requested in writing by Tenant (at Tenant's sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described approved in the Approved Final Drawings ("Change Requests") and the approval writing by Landlord of such Change Request(s)Landlord, which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, changes shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and in accordance with any Excess Tenant Improvement Costs as set forth in Section 10 abovePARAGRAPH 5. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders changes shall include include, without limitation, any architectural architectural, structural engineering, or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay Any change order which may extend the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount date of substantial completion of the Tenant Improvement Costs Improvements may be disapproved by Landlord unless Tenant agrees that for any deletions all purposes under this Lease, the Tenant Improvements shall be deemed to have been substantially completed on that date on which such Tenant Improvements would have been substantially completed without giving effect to the change order in question. LANDLORD: TENANT: XXXXXX/CAMPUS ASSOCIATES, L.P., BROADVISION, INC., a Delaware limited partnership a Delaware corporation By: Xxxxxx/Redwood Associates, By: /s/ illegible L.P., a California limited Its: CEO partnership, its General Partner By: By: The Xxxxxx Group of Its: Companies, Inc., a California corporation, its General Partner By: /s/ illegible Its: President [LOGO] BROADVISION PROPOSED SCHEDULE FOR TENANT IMPROVEMENTS 31-JAN-97 14-FEB-97 Present preliminary plan to BroadVision 21-FEB-97 Incorporate BroadVision review comments and refine preliminary plan 28-FEB-97 Xxxxxx Group and BroadVision review of Preliminary Plan; preliminary review with RWC 07-MAR-97 DevCon to present preliminary construction budget 14-MAR-97 Complete modifications to Preliminary Plan in response to construction budget and RWC 19-MAR-97 DevCon to present adjusted construction budget 21-MAR-97 Xxxxxx Group and BroadVision review and approval of Preliminary Plan and construction budget 24-MAR-97 DesignMark to commence with construction documents 21-APR-97 DesignMark to complete construction documents and submit to RWC for permit 02-MAY-97 DevCon to present final construction pricing 09-MAY-97 BroadVision and DesignMark review and approval of final construction pricing 23-MAY-97 DesignMark to secure building permit from RWC (Design/Build contractors are responsible for their own permits) 26-MAY-97 DevCon to commence with construction 01-AUG-97 DevCon to complete construction 08-AUG-97 BroadVision and DesignMark review construction and prepare Punch List, begin furniture installation 31-AUG-97 DevCon to complete Punch List, complete furniture installation 01-SEP-97 BroadVision move in [LETTERHEAD] EXHIBIT C SITE PLAN FOR PROJECT EXHIBIT D COMMENCEMENT DATE MEMORANDUM LANDLORD: Xxxxxx/Campus Associates, L.P. TENANT: LEASE DATE: PREMISES: Pursuant to PARAGRAPH 4.A. of the above referenced Lease, the commencement date is hereby established as for , Xxxxxxx Xxxx, XX 00000. The Commencement Date as defined in PARAGRAPH 4.A shall be . TENANT: Dated BROADVISION, INC., a Delaware corporation By: Its: By: Its: LANDLORD: Dated XXXXXX/CAMPUS ASSOCIATES, L.P., a Delaware limited partnership By: Xxxxxx/Redwood Associates, L.P., a California limited partnership, its General Partner By: The Xxxxxx Group of Companies, Inc., a California corporation, its General Partner By: Its: EXHIBIT E [LETTERHEAD] August 6, 1996 SMS No. 41-0691(gal) Xxx Xxxxxxx Ampex Systems Corporation 000 Xxxxxxxx, X.X. X-00 Xxxxxxx Xxxx, XX 00000-0000 Subject: Soil Excavation, Inactive waste oil, open-grate, and closed-grate sumps, Building 2, Ampex Corp. Campus, 000 Xxxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx. No Further Action Dear Xx. Xxxxxxx: Regional Board staff have reviewed Geomatrix Consultants, Inc. (Geomatrix) letter report of 24 July 1996, submitted on behalf of Ampex Corporation (Ampex) and presents the analytical data collected during removal of the inactive waste oil and closed-grate sumps (sumps) and surrounding affected soil at Building 2 on the Ampex campus in Redwood City. Based upon the results presented in the scope letter report of 24 July 1996, Geomatrix recommends that no further action be required of Ampex for the closure of the Work.sumps. Based upon the analytical results of sidewall and bottom soil samples from the excavation at the sumps, remaining soils contain less than 1mg/kg total VOC’s and low concentrations of TPHd. The concentrations of contaminants in soil meet or exceed Board cleanup criteria. Furthermore, grab groundwater results indicate that groundwater in the vicinity of the sumps has not been affected by the sumps. Based upon Board staff’s site inspections during excavation, review of the case file and the resulting analytical data from the excavation, we concur with Geomatrix that no further action be required by Ampex for closure of the sumps. This letter shall also serve as the remedial action completion certificate for the former open-grate sump (also located at Building 2), which Board staff observed to be filled with concrete as authorized by Regional Board letter dated November 29, 1995. In that letter Board staff approved the recommendation by Geomatrix to abandon the sump in place and fill it with concrete. Based upon the available information, including the current land use, and with the provision that the information provided to this agency was accurate and representative of site conditions, no further action related to the open-grate, inactive waste oil, and closed-grate sumps is required. If a change in land use is proposed, the owner must promptly notify this agency. If you have any questions or comments please contact Xxxxxx Xxxxxxx at (000) 000-0000. Sincerely, Xxxxxxx X. Barnamian Executive Officer /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Chief Toxics Cleanup Division cc: Xxxxxxx Xxxxxxxxx - San Mateo County Department of Health Services Xxxxxxxxx Xxxxx - Geomatrix Consultants EXHIBIT F RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: COMERICA BANK-CALIFORNIA 000 X. Xxxxx Xxxxx Xxxxxx, 2nd Floor San Jose, CA 95113 Attn: SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT NOTICE: THIS SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT RESULTS IN YOUR LEASEHOLD INTEREST BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (“Agreement”), dated as of , 19 , between COMERICA BANK-CALIFORNIA, a California Banking Corporation (“Beneficiary”), (“Owner”) and (“Tenant”), is as follows: Owner and Tenant have entered into that certain Lease dated , 19 , together with any amendments, modifications, renewals or extensions thereof (“Lease”) pursuant to which Owner leased to Tenant and Tenant leased from Owner the premises more particularly described in the Lease (“Premises”) and located on the real property described in Exhibit “A” attached hereto (the “Secured Property”). Owner [has obtained] [may obtain] financing for the Secured Property and [has executed] [may execute] a promissory note in the [approximate] principal amount of Dollars ($ ) (“Note”) in favor of Beneficiary, payment of which is secured by a [Construction] Deed of Trust, Security Agreement and Assignment of Real Property Leases encumbering the Secured Property. In order [to induce Beneficiary to make the above-described loan to Owner and] to establish certain safeguards and priorities with respect to their respective rights in connection with the Premises, Beneficiary has requested that Owner obtain certain warranties and agreements from Tenant as hereinafter set forth. In consideration of the mutual benefits accruing to the parties hereto, the receipt of which is hereby acknowledged, the parties agree as follows:

Change Requests. No changes During the Pre-Closing Period, if Purchaser or revisions Seller identifies a potential change to the Approved Final Drawings shall be made by either Landlord JV IT System or Tenant unless approved in writing by both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) to any requirement or obligation of the IT Carve Out Agreement that would be necessary information and/or plans to ensure the continued operation of the Business from the JV Closing, then Purchaser and specifications for Seller shall, within ten (10) Business Days after such identification by Purchaser or Seller (or any changes or revisions to longer period of time approved by the Approved Final Drawings and/or for any work other than identifying Party), commence discussions of the Work described matter in good faith, taking into account the Approved Final Drawings ("Change Requests") and the approval by Landlord costs of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultantschange, and the General Contractor's price time and human resources required for effecting the changeits implementation. If Tenant fails Purchaser and Seller reach an agreement with respect to execute or deliver such change, which agreement shall include an agreement on the allocation of the related costs and an adjustment of the affected timelines, including the Completion Milestone Target Date (as such term is defined in the IT Carve Out Agreement), (if any) (each, a “Change Request”), Purchaser and Seller shall jointly update and amend the IT Carve Out Agreement and the applicable project plan schedule thereto, including the Completion Milestone Date, to reflect the Change Request, whereupon such Change OrderRequest and associated updates and amendments to the IT Carve Out Agreement shall be binding on the Parties thereto. With respect to allocation of costs associated with an applicable Change Request, unless otherwise agreed by Purchaser and Seller, (a) for business and/or technical changes initiated by Purchaser, Purchaser shall be financially responsible for such costs, (b) for business and/or technical changes initiated by Seller, Seller shall be financially responsible for such costs and (c) for business and/or technical changes initiated by both Purchaser and Seller or to pay caused by a third Person affected by this Agreement (including the costs related theretoSeller Group’s respective suppliers (for clarity, then Landlord other than EPCOS Germany’s third party contractors supporting the implementation of the JV IT System) and customers and excluding Seller’s and Purchaser’s respective Affiliates, Representatives and third party contractors), Purchaser and Seller shall not be obligated to do mutually determine the allocation of such costs. In addition, any such resulting agreement by Purchaser and Seller shall also include a description of any additional work related to or changed Agreed Deviations (as such approved term is defined in the IT Carve Out Agreement) resulting from the Change Request(s) and/or Change OrdersRequest. If agreed, and Landlord may proceed to perform only the Workapplicable Seller Group member or Purchaser Group member, as specified in the Approved Final Drawings. Landlord case may be, shall equitably adjust implement such Change Request prior to the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkJV Closing.

Change Requests. No changes or revisions to the Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work Tenant Improvements described in the Approved Final Drawings ("“Change Requests") ”), and the approval by Landlord of such Change Request(s)) to be performed, which approval Landlord agrees shall not be unreasonably withheldwithheld or delayed, Landlord shall perform cause the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), ) and Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 above. Any delays associated with any Change Request or Change Order requested by Tenant shall be considered a Tenant Delay. The billing for such additional costs to Tenant shall be accompanied by reasonably detailed evidence of the amounts billed as is customarily used in the businessbilled. Costs related to approved Change Requests and Change Orders shall include include, without limitation, any architectural or design fees, Landlord's ’s construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the WorkTenant Improvements, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkTenant Improvements.

Change Requests. No changes or revisions For any change Costa wishes to make to the Approved Final Drawings Installation Schedule or for any desired Custom Programming, Costa shall notify Allin of the requested change specifying the change with sufficient details to enable Allin to evaluate it (“Change Request”). Change Requests shall be made by either Landlord or Tenant unless approved in writing either using the form attached hereto as Schedule 3.2 or otherwise providing substantially the same information. All Costa Change Requests shall be initiated by both partiesGxxxxxxx Xxxxxxx or his designee and any responses thereto by Allin shall be directed to Mx. Upon Tenant's request and submission by Tenant Xxxxxxx. Any Change Requests that take less than [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate will be assessed at no cost to Costa. If a Change Request will take longer than [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate, Allin will submit to Costa for its prior written approval the costs associated with such evaluation. Allin will thereafter only proceed if Costa has approved such evaluation costs. Allin shall accept any Change Requests unless Allin can show that the Change Request would be materially detrimental to the performance of the Application, materially contrary to the Solution Vision or have a material adverse effect on the Project Plan, or the Installation Schedule (at Tenant's sole as those terms not defined herein are defined in the Master Agreement). Notwithstanding the foregoing Allin shall have no obligation to proceed with any Change Request until the parties have mutually agreed upon (i) the cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") and the approval by Landlord of payment terms associated with such Change Request(s)Request as well as, which approval Landlord (ii) the impact that such Change Request has on the Project Plan, Application and/or Installation Schedule, except that Allin agrees shall not that any cost proposals in connection with a Change Request will be unreasonably withheldreasonable and negotiated in good faith, Landlord shall perform the additional work associated and will be determined in a manner consistent with the approved Change Request(s), at Tenant's sole cost and expense, subject, however, to the following System pricing. The provisions of this Section 11. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("Change Order") in the standard form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, Agreement shall be added deemed amended to the Tenant Improvement Costs and shall be paid for by Tenant as and with incorporate any Excess Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved mutually agreed Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related thereto, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkRequests.

Change Requests. No changes or revisions to the Approved Final Drawings Tenant Improvements shall be made by either Landlord or Tenant unless approved in writing by both parties. Upon Tenant's ’s request and submission by Tenant (at Tenant's ’s sole cost and expense) of the necessary information and/or plans and specifications for any changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings ("Change Requests") Tenant Improvements and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work associated with the approved Change Request(s), at Tenant's ’s sole cost and expense, subject, however, to the following provisions of this Section 119. Prior to commencing any additional work related to the approved Change Request(s), Landlord shall submit to to-Tenant a written statement of the cost of such additional work and a proposed tenant change order therefor ("“Change Order"”) in the the-standard form then in use by Landlord. If Tenant approves the cost, Tenant shall execute and deliver to Landlord such Change Order and shall pay the entire cost of such additional work in the following described manner. Tenant also has the option of withdrawing its request for a change or submitting further changes to reduce the cost, unless such Change Request(s) were approved by Tenant in the field and already installed. Any costs related to such approved Change Request(s), Change Order and any delays associated therewith, shall be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess Tenant Improvement Costs as set forth in Section 10 8 above. The billing for such additional costs to Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the business. Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees, Landlord's construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by Landlord and/or Landlord's consultants, fees and the General Contractor's ’s price for effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs related theretorespond as described above, then Landlord shall not be obligated to do any additional work related to such approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work, as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement Costs for any deletions in the scope of the WorkSection 1 above.