Common use of Landlord’s Approval Clause in Contracts

Landlord’s Approval. Landlord shall notify Tenant whether it approves of the submitted working drawings within six business days after Tenant’s submission thereof. If Landlord disapproves of such working drawings, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within three business days after such notice, revise such working drawings in accordance with Landlord’s objections and submit the revised working drawings to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three business days after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Tenant and Landlord. If Landlord fails to notify Tenant that it disapproves of the initial working drawings within six business days (or, in the case of resubmitted working drawings, within three business days) after the submission thereof, then Landlord shall be deemed to have approved the working drawings in question. Landlord and Tenant agree to use all commercially reasonable efforts to respond with comments or revised drawings as soon as practicable, but in no event later than the deadlines set forth herein. If the working drawings are not fully approved (or deemed approved) by both Landlord and Tenant by the 20th business day after the delivery of the initial draft thereof to Landlord, and such delay was not solely caused by Landlord (e.g., by Landlord’s failure to specify in reasonable detail the reasons for any disapproval of Tenant’s proposed working drawings), then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay Day.

Landlord’s Approval. Tenant shall not make, or allow to be made, any alterations, physical additions, improvements or partitions, including without limitation the attachment of any fixtures or equipment, in, about or to the Premises (“Alterations”) without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to proposed Alterations which: (i) comply with all Applicable Laws; (ii) are, in Landlord’s opinion, compatible with the Building or the Project and the Base Building Systems , and will not cause the Building or Project or Base Building Systems to be required to be modified to comply with any Applicable Laws (including, without limitation, the Americans With Disabilities Act); and (iii) will not materially interfere with the use and occupancy of any other portion of the Building or Project by any other tenant or its invitees. Specifically, but without limiting the generality of the foregoing, Landlord shall notify Tenant whether it approves have the right to approve all plans and specifications for the proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the submitted working drawings within six business days after Tenant’s submission thereof. If Landlord disapproves time for performance of such working drawingswork, then and may impose rules and regulations for contractors and subcontractors performing such work. Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapprovalmay, in which case its sole discretion, specify engineers, general contractors, subcontractors, and architects to perform work affecting the Base Building Systems. Tenant shall, within three business days after such notice, revise such working drawings shall also supply to Landlord any documents and information reasonably requested by Landlord in accordance connection with Landlord’s objections consideration of a request for approval hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute a waiver of Tenant’s obligations under this Paragraph 12, nor constitute any warranty or representation that the same complies with all applicable Laws, for which Tenant shall at all times be solely responsible. Tenant shall reimburse Landlord for all out-of-pocket, reasonable costs which Landlord may incur in connection with granting approval to Tenant for any such Alterations, including any costs or expenses which Landlord may incur in electing to have outside architects and submit the revised working drawings engineers review said plans and specifications. Tenant shall also pay to Landlord a fee for its review of plans and approval. Landlord shall notify Tenant in writing whether it approves its management and supervision of the resubmitted working drawings within three business days after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Tenant and Landlord. If Landlord fails to notify Tenant that it disapproves progress of the initial working drawings within six business days work in an amount equal to 3% of the cost of any Alterations (or, in other than for Minor Alterations). The Tenant Improvements constructed pursuant to the case of resubmitted working drawings, within three business days) after the submission thereof, then Landlord Tenant Improvement Agreement shall not be deemed to have approved the working drawings in question. Landlord and Tenant agree to use all commercially reasonable efforts to respond with comments or revised drawings as soon as practicable, but in no event later than the deadlines set forth herein. If the working drawings are not fully approved (or deemed approved) by both Landlord and Tenant by the 20th business day after the delivery of the initial draft thereof to Landlord, and such delay was not solely caused by Landlord (e.g., by Landlord’s failure to specify in reasonable detail the reasons for any disapproval of Tenant’s proposed working drawings), then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay Daybe Alterations hereunder.

Landlord’s Approval. Except where Landlord's approval is expressly stated as being in Landlord's sole discretion, Landlord's approval under this Article 11 of any matter requiring Landlord's approval hereunder shall not be unreasonably withheld or delayed. Landlord shall notify Tenant whether it approves agrees to respond to any request for approval under this Article 11 within thirty (30) days (or such shorter time as may be specifically provided herein) after receipt of the submitted working drawings within six business days after Tenant’s submission thereof. If Landlord disapproves of such working drawings's written request for approval, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such which response may be approval, disapproval, in which case Tenant shall, within three business days after such notice, revise such working drawings in accordance with Landlord’s objections and submit the revised working drawings to Landlord or a request for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three business days after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Tenant and Landlordadditional information or discussion. If Landlord fails to notify Tenant that it disapproves of the initial working drawings make any response to a written request for approval under this Article 11 within six business thirty (30) days (or, in the case of resubmitted working drawings, within three business days) after the submission thereofdate of Landlord's receipt of such request, then Landlord Landlord's approval shall be deemed given if Landlord has continued to have approved fail to respond after ten (10) days after receipt of a second written notice from Tenant stating the working drawings in questionrequest and stating that Landlord has failed to respond for thirty (30) days and further that Landlord's approval will be deemed given if Landlord continues to fail to make any response within ten (10) days after receipt of said second notice. Landlord further agrees to use diligent efforts to respond within such earlier time period as Tenant may reasonably request given Tenant's particular constraints at the time and Tenant agrees to afford Landlord additional time to respond if reasonably requested by Landlord and not detrimental to Tenant's plans. Any disapproval of any matter that is not subject to Landlord's sole discretion, shall specify Landlord's reasons for disapproving. If Landlord expresses its disapproval of any matter pursuant to this Article 11, Tenant shall not proceed with the item disapproved or any item substantially and directly affected by such disapproved item until such dispute is resolved. Landlord and Tenant agree shall meet and attempt in good faith to use all commercially reasonable efforts to respond with comments or revised drawings as soon as practicableresolve the dispute. If, but in no event later than the deadlines set forth herein. If the working drawings are not fully approved (or deemed approved) by both after meeting, Landlord and Tenant are unable to resolve such dispute, such dispute shall be resolved by the 20th business day after the delivery of the initial draft thereof mediation, if both parties agree, or by arbitration pursuant to Landlord, and such delay was not solely caused by Landlord (e.g., by Landlord’s failure to specify in reasonable detail the reasons for any disapproval of Tenant’s proposed working drawings), then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay DayArticle 39.

Landlord’s Approval. Except where Landlord's approval is expressly stated as being in Landlord's sole discretion, Landlord's approval under this Article 11 of any matter requiring Landlord's approval hereunder shall not be unreasonably withheld or delayed. Landlord shall notify Tenant whether it approves agrees to respond to any request for approval under this Article 11 within thirty (30) days (or such shorter time as may be specifically provided herein) after receipt of the submitted working drawings within six business days after Tenant’s submission thereof. If Landlord disapproves of such working drawings's written request for approval, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such which response may be approval, disapproval, in which case Tenant shall, within three business days after such notice, revise such working drawings in accordance with Landlord’s objections and submit the revised working drawings to Landlord or a request for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three business days after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Tenant and Landlordadditional information or discussion. If Landlord fails to notify Tenant that it disapproves of the initial working drawings make any response to a written request for approval under this Article 11 within six business thirty (30) days (or, in the case of resubmitted working drawings, within three business days) after the submission thereofdate of Landlord's receipt of such request, then Landlord Landlord's approval shall be deemed given if Landlord has continued to have approved fail to respond after ten (10) days after receipt of a second written notice from Tenant stating the working drawings in questionrequest and stating that Landlord has failed to respond for thirty (30) days and further that Landlord's approval will be deemed given if Landlord continues to fail to make any response within ten (10) days after receipt of said second notice. Landlord further agrees to use diligent efforts to respond within such earlier time period as Tenant may reasonably request given Tenant's particular constraints at the time and Tenant agrees to afford Landlord additional time to respond if reasonably requested by Landlord and not detrimental to Tenant's plans. Any disapproval of any matter that is not subject to Landlord's sole discretion, shall specify Landlord's reasons for disapproving. If Landlord expresses its disapproval of any matter requiring Landlord's prior approval pursuant to this Article 11, Tenant shall not proceed with the item disapproved or any item substantially and directly affected by such disapproved item until such dispute is resolved. Landlord and Tenant agree shall meet and attempt in good faith to use all commercially reasonable efforts to respond with comments or revised drawings as soon as practicableresolve the dispute. If, but in no event later than the deadlines set forth herein. If the working drawings are not fully approved (or deemed approved) by both after meeting, Landlord and Tenant are unable to resolve such dispute, such dispute shall be resolved by the 20th business day after the delivery of the initial draft thereof mediation, if both parties agree, or by arbitration pursuant to Landlord, and such delay was not solely caused by Landlord (e.g., by Landlord’s failure to specify in reasonable detail the reasons for any disapproval of Tenant’s proposed working drawings), then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay DayArticle 39.

Landlord’s Approval. Landlord shall notify Tenant whether it approves Landlord's approval of the submitted working drawings within six business days after Tenant’s submission thereofmatters described under this Exhibit shall not be unreasonably withheld. If Landlord disapproves of such working drawingsany matter, then Landlord shall it must notify Tenant thereof specifying in reasonable detail of the reasons for such disapproval. EXHIBIT C EXTENSION OPTIONS Provided no Event of Default exists and Tenant is, or Tenant and Tenant's subtenants are, occupying the entire Premises at the time of such election, Tenant may renew this Lease for two additional periods of five years each on the same terms provided in this Lease (except as set forth below), by delivering written notice of the exercise thereof to Landlord not sooner than 14 months, nor later than II months, before the expiration of the Term. On or before the commencement date of the extended Term in question, Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows: (a) The Base Rent payable for each month during each such extended Term shall be the prevailing rental rate for renewal of existing leases in the vicinity of the Premises, at the commencement of such extended Term, for space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account (the "MARKET RENT"). Within ten days after Tenant delivers notice of the exercise of such renewal option, Landlord must deliver to Tenant a statement setting forth the rent Landlord believes constitutes Market Rent. Within ten days after the date upon which case Landlord delivers such notice, Tenant shallmust either (1) accept such Market Rent, or (2) deliver to Landlord a statement setting forth the rent Tenant believes constitutes Market Rent. If Tenant delivers an alternate statement to Landlord, then Tenant and Landlord shall attempt to agree upon Market Rent within 30 days. If, at the end of such 30-:lay period, Tenant and Landlord have been unable to agree upon a Market Rent figure, then Landlord and Tenant must, within three business ten days after such notice30-day period, revise each appoint an outside consultant (who must be either a broker or a real estate appraiser and who must be familiar with the market for buildings such working drawings as the Premises and active in accordance with Landlord’s objections the market for at least ten years) and submit the revised working drawings outside consultants must consult together for at least ten days to Landlord for determine the Market Rent If the outside consultants reach an agreement, then the Market Rent upon which they agree will be binding upon all parties. If they are unable to reach an agreement, then each of them must prepare its review own statement of Market Rent, must appoint a third consultant (who must meet the requirements set forth above), and approvaldeliver their statements to such third consult, all within ten days after the expiration of the ten-day consulting period. The third consultant must prepare its report within 20 days after being appointed and the statement of the third consultant will be binding upon all parties. Landlord shall notify and Tenant in writing whether it approves will each pay for the cost of the resubmitted working drawings within three business days after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Tenant and Landlordown consultant. If Landlord fails it is necessary to notify Tenant that it disapproves of appoint the initial working drawings within six business days (or, in the case of resubmitted working drawings, within three business days) after the submission thereofthird consultant, then Landlord shall and Tenant will divide the cost of such consultant equally. If either party fails to appoint a consultant within the time period set forth above, then such panty will be deemed to have approved appointed the working drawings in question. Landlord and Tenant agree to use all commercially reasonable efforts to respond with comments or revised drawings as soon as practicable, but in no event later than consultant of the deadlines set forth hereinother party. If either party's consultant fails to meet or issue a report within the working drawings are not fully approved (or time period specified, then such party's consultant will be deemed approved) by both Landlord and Tenant by to have agreed with the 20th business day after the delivery findings of the initial draft thereof other party's consultant At such time as the Market Rate is finally determined, Tenant will be entitled to rescind its exercise of such option by written notice to Landlord, and such delay was not solely caused which notice must be delivered within 30 days after the date upon which the Market Rate is finally determined. (b) Tenant shall have no further renewal options unless expressly granted by Landlord in writing. (c) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises without Landlord's written consent, or (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof. EXHIBIT D [Intentionally omitted] Record and return to: Xxxx X. Xxxxx Xxxxxxxx & Xxxxxx, P.C. 0000 Xxxxxxx Xxx., Xxxxx 0000 Xxxxxx, Xxxxx 00000 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT, made and entered into as of the ____ day of July, 1997, by Landlord’s failure to specify in reasonable detail the reasons for any disapproval of Tenant’s proposed working drawingsand between PRINCIPAL COMMERCIAL ADVISORS, INC., an Iowa corporation, with its principal office at 00000 Xxx Xxxxxx, Suite 200, Overland Park Kansas 66211 (hereinafter called "Mortgagee"), then each day after such time period that such working drawings are not fully approved WATERVIEW PARKWAY, L.P., a Texas limited partnership, with its principal office at 2200 Xxxx Avenue, 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000 (or deemed approvedhereinafter called "Lessor") by both Landlord and Tenant shall constitute ADS ALLIANCE DATA SYSTEMS, INC., a Tenant Delay Day.Delaware corporation, having its principal office at 0000 X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000 (hereinafter called "Lessee");

Landlord’s Approval. If Landlord shall notify Tenant whether it approves fails to approve or disapprove of the submitted working drawings proposed Construction Drawings (or any subsequent material changes thereto) or any other items subject to Landlord’s approval under Sections 2.4 and 2.5 above in writing within six business five (5) days after following delivery to Landlord of the proposed Construction Drawings (or subsequent material changes thereto) or Tenant’s submission thereofwritten request for any other approval under Sections 2.4 and 2.5 above, the Construction Drawings (or subsequent material changes thereto) or other Tenant request shall be deemed approved. If Landlord disapproves of such working drawingsthe proposed Construction Drawings (or subsequent material changes thereto) or any other Tenant request for Landlord’s approval in any respect, then Landlord shall notify deliver to Tenant thereof specifying in reasonable detail its detailed written response indicating the reasons for its disapproval (and for the Construction Drawings and any material changes thereto, Landlord’s proposal for required changes) and the parties shall negotiate in good faith to reach agreement on any item in dispute. With respect to all disputed items, if Landlord and Tenant fail to agree with respect to such disputed item(s) within three (3) days of Landlord delivering its written notice of disapproval, in which case Tenant shall, within three business days after any such notice, revise such working drawings in accordance with Landlord’s objections and submit the revised working drawings to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three business days after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Tenant and Landlord. If Landlord fails to notify Tenant that it disapproves of the initial working drawings within six business days (or, in the case of resubmitted working drawings, within three business days) after the submission thereof, then Landlord continued disapproval shall be deemed to have approved the working drawings in question. be a Force Majeure Delay (on a day-for-day basis until Landlord and Tenant agree have agreed on any disputed item subject to use all commercially reasonable efforts Landlord’s approval). Notwithstanding to respond with comments or revised drawings as soon as practicablethe contrary in this Work Letter, but Tenant shall have the right to make subsequent changes to the Landlord-approved Construction Drawings and Landlord shall not have any right to approve such changes to the extent any such changes in no event later than the deadlines set forth herein. If Construction Drawings and/or the working drawings are not fully approved work to be performed pursuant thereto (or deemed approveda) by both Landlord and Tenant is required by the 20th business day after City of Cupertino or other applicable governmental body having jurisdiction over the delivery Tenant-Designed Work, and (1) is reasonably consistent with the design intent of the initial draft thereof to Landlordapproved Construction Drawings, and such delay was not solely (2) Tenant agrees to pay for any additional cost to the Landlord TI Work caused by the proposed changes; or (b) consists of minor field changes that (1) are reasonably consistent with the intent or required for the proper execution of the Construction Drawings, and (2) that will not materially adversely affect the Building Systems, any of the Landlord (e.g.Work and/or the design, by Landlord’s failure to specify in reasonable detail use, or operation of the reasons for any disapproval of Tenant’s proposed working drawings), then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay DayPremises.