Common use of Planning and Construction Clause in Contracts

Planning and Construction. (a) Landlord and Tenant shall cooperate in good faith in the planning and construction of the Leasehold Improvements, it being agreed and understood that it is the intent and desire of the parties that the Leased Premises be ready for Tenant’s occupancy on or before the Estimated Leased Premises Delivery Date. Tenant shall respond within five (5) business days to any request from Landlord or Landlord’s architect or contractor for Tenant’s approval of any particular aspect thereof. To the extent Tenant engages Landlord’s consultants as Tenant’s mechanical/electrical/plumbing and/or structural engineering consultants, Landlord shall not require reimbursement of third-party fee charges to Landlord for review of Tenant’s plans and documents by the consultants so engaged. (b) Tenant will cause its architect and engineers (the “Design Professionals”) to prepare a set of space plans (the “Proposed Space Plans”) for the Leasehold Improvements and submit same to Landlord for its review and approval within fourteen (14) days following the Effective Date. Within ten (10) business days after delivery of the Proposed Space Plans to Landlord, Landlord shall either approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Proposed Space Plans or notify Tenant of the item(s) of the Proposed Space Plans that Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Proposed Space Plans, Tenant shall cause the Design Professionals to revise and resubmit same to Landlord for approval within five (5) business days (the “Revised Space Plans”). Within five (5) business days after delivery of the Revised Space Plans to Landlord, Landlord shall either approve the Revised Space Plans or notify Tenant of the item(s) of the Revised Space Plans which Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Space Plans, Tenant shall cause the Design Professionals to further revise and resubmit same to Landlord for approval within five (5) business days, which process shall continue until the plans are approved. Landlord shall have five (5) business days after delivery of each set of Revised Space Plans to either approve the Revised Space Plans or notify Tenant of the item(s) of the Revised Space Plans which Landlord disapproves and the reason(s) therefor. The Proposed Space Plans or Revised Space Plans, as approved by Landlord, are hereinafter referred to as the “Space Plans”. (c) Upon Landlord’s approval of the Space Plans, Tenant shall cause the Design Professionals to prepare construction drawings (in accordance with the Space Plans) and specifications including complete sets of detailed architectural, structural, mechanical, electrical and plumbing working drawings (the “Proposed Construction Drawings”) for the Leasehold Improvements and shall deliver the Proposed Construction Drawings to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayed). Within ten (10) business days after delivery of the Proposed Construction Drawings to Landlord, Landlord shall either approve the Proposed Construction Drawings or notify Tenant of the item(s) of the Proposed Construction Drawings that Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Proposed Construction Drawings, Tenant shall cause the Design Professionals to revise and resubmit same to Landlord for approval within five (5) business days (the “Revised Construction Drawings”). Within five (5) business days after delivery of the Revised Construction Drawings to Landlord, Landlord shall either approve the Revised Construction Drawings or notify Tenant of the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Construction Drawings, Tenant shall cause the Design Professionals to further revise and resubmit same to Landlord for approval within five (5) business days, which process shall continue until the plans are approved. Landlord shall have five (5) business days after delivery of each set of Revised Construction Drawings to either approve the Revised Construction Drawings or notify Tenant of the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. The Proposed Construction Drawings or Revised Construction Drawings, as approved by Landlord, are hereinafter referred to as the “Construction Drawings”.

Planning and Construction. (a) Landlord and Tenant shall cooperate in good faith in the planning and construction of the Leasehold Tenant Improvements, it being agreed and understood that it is the intent and desire of the parties that the Leased Premises be ready for Tenant’s occupancy on or before the Estimated Leased Premises Delivery Date. Tenant shall respond within five (5) business days to any request from Landlord or engage Landlord’s architect or contractor for Tenant’s approval of any particular aspect thereof. To the extent Tenant engages Landlord’s consultants as Tenant’s mechanical/'s mechanical/ electrical/plumbing and/or structural engineering consultants as Tenant's consultants, and Tenant shall reimburse Landlord shall not require reimbursement of thirdfor its reasonable, out-of-pocket third­ party fee charges to Landlord for review of Tenant’s 's plans and documents by the consultants so engaged. (b) Tenant will . Tenant, at its sole cost and expense, shall cause its architect and engineers (for purposes of this Exhibit B, the “"Design Professionals”") to prepare a set of space plans (for purposes of this Exhibit B, the “"Proposed Space Plans”") for the Leasehold Tenant Improvements and submit the same to Landlord for its review and approval within fourteen (14) days following the Effective Date. Within ten (10) business days after delivery of the Proposed Space Plans to Landlord, Landlord shall either approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Proposed Space Plans or notify Tenant of the item(s) of the Proposed Space Plans that Landlord disapproves and the reason(s) therefor; provided, however, Landlord shall not unreasonably withhold or delay its approval of the Proposed Space Plans so long as Tenant shall not make (i) any structural alterations, improvements or additions to the Expansion Space, or (ii) any alterations, improvements or additions to the Expansion Space which, (a) will adversely impact the Building's mechanical, electrical or heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building, or (c) are visible from the exterior of the Expansion Space, or (d) which will result in the penetration or puncturing of the roof or floor (and consent or approval for items in romanette (i) and (ii) above shall be in the Landlord's sole and absolute discretion). If Landlord disapproves the Proposed Space Plans, Tenant shall cause the Design Professionals to revise and resubmit same to Landlord for approval within five seven (57) business days (for purposes of this Exhibit B, the “"Revised Space Plans”"). Within five seven (57) business days after delivery of the Revised Space Plans to Landlord, Landlord shall either approve the Revised Space Plans or notify Tenant of the item(s) of the Revised Space Plans which Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Space Plans, Tenant shall cause the Design Professionals to further revise and resubmit same to Landlord for approval within five seven (57) business days, which process shall continue until the plans are approved. Landlord shall have five seven (57) business days after delivery of each set of Revised Space Plans to either approve the Revised Space Plans or 718745631.7 15494101 notify Tenant of the item(s) of the Revised Space Plans Plats which Landlord disapproves and the reason(s) therefor. The Proposed Space Plans or Revised Space Plans, as approved by Landlord, are hereinafter referred to in this Exhibit B as the “"Space Plans”". (cb) Upon Landlord’s 's approval of the Space Plans, Tenant Tenant, at Tenant's sole cost and expense, shall cause the Design Professionals to prepare construction drawings (in accordance with the Space Plans) and specifications including complete sets of detailed architectural, structural, mechanical, electrical and plumbing working drawings (for purposes of this Exhibit B, the “"Proposed Construction Drawings”") for the Leasehold Tenant Improvements and shall deliver the Proposed Construction Drawings to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayeddelayed unless the Proposed Construction Drawings affect (i) any structural alterations, improvements or additions to the Expansion Space, or (ii) any alterations, improvements or additions to the Expansion Space which (a) will adversely impact the Building's mechanical, electrical or heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building, or (c) are visible from the exterior of the Expansion Space, or (d) which will result in the penetration or puncturing of the roof or floor). Within ten (10) business days after delivery of the Proposed Construction Drawings to Landlord, Landlord shall either approve the Proposed Construction Drawings or notify Tenant of the item(s) of the Proposed Construction Drawings that Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Proposed Construction Drawings, Tenant shall cause the Design Professionals to revise and resubmit same to Landlord for approval within five seven (57) business days (for purposes of this Exhibit B, the “"Revised Construction Drawings”"). Within five seven (57) business days after delivery of the Revised Construction Drawings to Landlord, Landlord shall either approve the Revised Construction Drawings or notify Tenant of the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Construction Drawings, Tenant shall cause the Design Professionals to further revise and resubmit the same to Landlord for approval within five seven (57) business days, which process shall continue until the plans are approved. Landlord shall have five seven (57) business days after delivery of each set of Revised Construction Drawings to either approve the Revised Construction Drawings or notify Tenant of the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. The Proposed Construction Drawings or Revised Construction Drawings, as approved by Landlord, are hereinafter referred to in this Exhibit B as the “"Construction Drawings”".

Planning and Construction. The approximate location of First Expansion Option space is shown on Exhibit E attached hereto. Within fifteen (a15) days after Tenant provides its Expansion Notice, the parties shall meet to discuss the details of the expansion and Tenant agrees to participate in any subsequent meetings requested by Landlord in order for final plans and specifications to be developed for the First Expansion Option space, which plans and specifications shall be approved by both Landlord and Tenant shall cooperate in good faith in the planning and construction of the Leasehold Improvements, it being agreed and understood that it is the intent and desire of the parties that the Leased Premises be ready for Tenant’s occupancy on or before the Estimated Leased Premises Delivery Date. Tenant shall respond within five (5) business days to any request from Landlord or Landlord’s architect or contractor for Tenant’s approval of any particular aspect thereof. To the extent Tenant engages Landlord’s consultants as Tenant’s mechanical/electrical/plumbing and/or structural engineering consultants, Landlord shall not require reimbursement of third-party fee charges to Landlord for review of Tenant’s plans and documents by the consultants so engaged. (b) Tenant will cause its architect and engineers (the “Design Professionals”) to prepare a set of space plans (the “Proposed Space Plans”) for the Leasehold Improvements and submit same to Landlord for its review and approval within fourteen (14) days following the Effective Date. Within ten (10) business days after delivery of the Proposed Space Plans to Landlord, Landlord shall either approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Proposed Space Plans or notify Tenant of the item(s) of the Proposed Space Plans that Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Proposed Space Plans, Tenant shall cause the Design Professionals to revise and resubmit same to Landlord for approval within five (5) business days (the “Revised Space Plans”). Within five (5) business days after delivery of the Revised Space Plans to Landlord, Landlord shall either approve the Revised Space Plans or notify Tenant of the item(s) of the Revised Space Plans which Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Space Plans, Tenant shall cause the Design Professionals to further revise and resubmit same to Landlord for approval within five (5) business days, which process shall continue until the plans are approved. Landlord shall have five (5) business days after delivery of each set of Revised Space Plans to either approve the Revised Space Plans or notify Tenant of the item(s) of the Revised Space Plans which Landlord disapproves and the reason(s) therefor. The Proposed Space Plans or Revised Space PlansFirst Expansion Option space, once finally determined as approved by Landlordto the size and location, are is hereinafter referred to as the “First Expansion Space.” In developing the scope of work to be performed by Landlord for the First Expansion Space, it is acknowledged that the First Expansion Space Plans”. shall only be developed for production and warehouse space and that the ratio of the production and warehouse space shall be on a 50%/50% basis (c) Upon unless otherwise mutually agreed by the parties in writing), and that the scope of Landlord’s approval work shall be to a level of the Space Plansfit and finish consistent with that which is necessary to support Tenant’s permitted use, Tenant shall cause the Design Professionals to prepare construction drawings (in accordance with the Space Plans) including without limitation, all elements of utility, power, HVAC, fire protection, and specifications including complete sets of detailed architecturalplumbing, structural, mechanical, electrical and plumbing working drawings (the “Proposed Construction Drawings”) for the Leasehold Improvements and shall deliver not exceed the Proposed Construction Drawings to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayed)scope of work as outlined on Exhibit F attached hereto. Within ten (10) business days after delivery For the avoidance of the Proposed Construction Drawings to Landlorddoubt, Landlord shall either approve bear all costs associated with the Proposed Construction Drawings or notify Tenant First Expansion Space, including without limitation construction, materials, architecture and engineering costs. Any additional work required for Tenant’s use of the item(sFirst Expansion Space shall be performed at Tenant’s sole cost and expense. Tenant shall have the right, at Tenant’s own cost and expense, to engage its own space planner and any engineers and/or consultants of its choice, subject to Landlord’s reasonable approval, to prepare preliminary space plans and working drawings. Subject to Permitted Delays (as defined below) of the Proposed Construction Drawings that Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Proposed Construction Drawings, Tenant shall cause the Design Professionals to revise and resubmit same to Landlord minimum time for approval within five (5) business days (the “Revised Construction Drawings”). Within five (5) business days after delivery of the Revised Construction Drawings to Landlordconstruction as provided in Section 5.A. above, Landlord shall either approve Substantially Complete the Revised Construction Drawings or notify Tenant of First Expansion Space within the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Construction Drawings, Tenant shall cause the Design Professionals to further revise and resubmit same to Landlord for approval within five (5) business days, which process shall continue until the plans are approved. Landlord shall have five (5) business days after delivery of each set of Revised Construction Drawings to either approve the Revised Construction Drawings or notify Tenant of the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. The Proposed Construction Drawings or Revised Construction Drawings, as approved by Landlord, are hereinafter referred to as the “Construction Drawings”time period provided in Tenant’s Expansion Notice.

Planning and Construction. (a) Landlord and Tenant shall cooperate in good faith in the planning and construction of the Original Leasehold Improvements, it being agreed and understood that it is the intent and desire of the parties that the Leased Premises be ready for Tenant’s occupancy on or before the Estimated Leased Premises Delivery Date. Tenant shall respond within five (5) business days to any request from Landlord or engage Landlord’s architect or contractor for Tenant’s approval of any particular aspect thereof. To the extent Tenant engages Landlord’s consultants as Tenant’s mechanical/electrical/'s mechanical/ electrical/ plumbing and/or structural engineering consultants as Tenant's consultants, and Tenant shall reimburse Landlord shall not require reimbursement of thirdfor its reasonable, out-of-pocket third­ party fee charges to Landlord for review of Tenant’s 's plans and documents by the consultants so engaged. (b) Tenant will . Tenant, at its sole cost and expense, shall cause its architect and engineers (for purposes of this Exhibit G, the “"Design Professionals”") to prepare a set of space plans (for purposes of this Exhibit G, the “"Proposed Space Plans”") for the Original Leasehold Improvements and submit the same to Landlord for its review and approval within fourteen (14) days following the Effective Date. Within ten (10) business days after delivery of the Proposed Space Plans to Landlord, Landlord shall either approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Proposed Space Plans or notify Tenant of the item(s) of the Proposed Space Plans that Landlord disapproves and the reason(s) therefor; provided, however, Landlord shall not unreasonably withhold or delay its approval of the Proposed Space Plans so long as Tenant shall not make (i) any structural alterations, improvements or additions to the Original Leased Premises, or (ii) any alterations, improvements or additions to the Original Leased Premises which, (a) will adversely impact the Building's mechanical, electrical or heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building, or (c) are visible from the exterior of the Original Leased Premises, or (d) which will result in the penetration or puncturing of the roof or floor (and consent or approval for items in romanette (i) and (ii) above shall be in the Landlord's sole and absolute discretion). If Landlord disapproves the Proposed Space Plans, Tenant shall cause the Design Professionals to revise and resubmit same to Landlord for approval within five seven (57) business days (for purposes of this Exhibit G, the “"Revised Space Plans”"). Within five seven (57) business days after delivery of the Revised Space Plans to Landlord, Landlord shall either approve the Revised Space Plans or notify Tenant of the item(s) of the Revised Space Plans which Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Space Plans, Tenant shall cause the Design Professionals to further revise and resubmit same to Landlord for approval within five seven (57) business days, which process shall continue until the plans are approved. Landlord shall have five seven (57) business days after delivery of each set of Revised Space Plans to either approve the Revised Space Plans or notify Tenant of the item(s) of the Revised Space Plans Plats which Landlord disapproves and the reason(s) therefor. The Proposed Space Plans or Revised Space Plans, as approved by Landlord, are hereinafter referred to in this Exhibit G as the “"Space Plans”". (cb) Upon Landlord’s 's approval of the Space Plans, Tenant Tenant, at Tenant's sole cost and expense, shall cause the Design Professionals to prepare construction drawings (in accordance with the Space Plans) and specifications including complete sets of detailed architectural, structural, mechanical, electrical and plumbing working drawings (for purposes of this Exhibit G, the “''Proposed Construction Drawings”") for the Original Leasehold Improvements and shall deliver the Proposed Construction Drawings to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayed). Within ten (10) business days after delivery of delayed unless the Proposed Construction Drawings affect (i) any structural alterations, improvements or additions to Landlordthe Expansion Space, Landlord shall either approve or (ii) any alterations, improvements or additions to the Proposed Construction Drawings Expansion Space which (a) will adversely impact the Building's mechanical, electrical or notify Tenant of the item(s) of the Proposed Construction Drawings that Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Proposed Construction Drawingsheating, Tenant shall cause the Design Professionals to revise and resubmit same to Landlord for approval within five (5) business days (the “Revised Construction Drawings”). Within five (5) business days after delivery of the Revised Construction Drawings to Landlordventilation or air conditioning systems, Landlord shall either approve the Revised Construction Drawings or notify Tenant of the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Construction Drawings, Tenant shall cause the Design Professionals to further revise and resubmit same to Landlord for approval within five (5) business days, which process shall continue until the plans are approved. Landlord shall have five (5) business days after delivery of each set of Revised Construction Drawings to either approve the Revised Construction Drawings or notify Tenant of the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. The Proposed Construction Drawings or Revised Construction Drawings, as approved by Landlord, are hereinafter referred to as the “Construction Drawings”.or