Common use of Space Plan Clause in Contracts

Space Plan. Tenant or Tenant’s Architect shall prepare a proposed space plan for the Tenant Improvements in the Premises which shall include a layout and designation of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt of the Space Plan. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space Plan”).

Space Plan. Tenant or will engage Tenant’s Architect shall prepare to develop and design a proposed space plan for the Tenant Improvements in the Premises which shall include a layout and designation of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) for Tenant’s Improvements, which shall show, in reasonable detail, the design and shall deliver appearance of the proposed finishing material Tenant will use in connection with installing Tenant’s Improvements. Tenant will provide Landlord with the Space Plan to Landlord with a request for Landlord’s reasonable approval, which approval shall not be unreasonably withheld, and shall be conclusively deemed to have been granted unless Landlord objects to the same by written notice to Tenant within 10 Business Days after Tenant delivers the same to Landlord. Landlord shall approve or disapprove Any such objection to the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt of the Space Plan. Landlord shall state, with reasonable detail, the reasons for Landlord’s objections thereto, and Landlord hereby agrees that it will not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent object to the Space Plan if, in Landlordunless the same contemplates Tenant’s good faith judgment, any one or more of the following conditions exist: Improvements that would (a) not be compatible with the proposed Tenant Improvements will Building and the mechanical components of the Building, or would materially exceed or materially and adversely affect the exterior appearance structural integrity of the Building, or any part of the heating, ventilating, air conditioning, plumbing, mechanical, electrical, communication or other systems of the Building; (b) include the proposed Tenant Improvements may impair use of materials that are not of good quality, (c) be visible from the structural strength exterior of the BuildingBuilding and would detrimentally affect the first class appearance of the exterior portions of the Property (it being agreed, affect however, that identification signage of Tenant contemplated or permitted by Section 4.6 which conforms with all Requirements and which includes only the name and/or logo of Tenant shall not be deemed, under any circumstances, to violate the terms of this clause (c)); (d) materially increase the cost of operation or maintenance of any of the Base Building Systems or adversely affect the value material systems of the BuildingProperty (unless Tenant agrees to pay such increased cost); or (ce) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work not conform to be performed outside the Premises. If any applicable Requirements (“Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space PlanImprovements Approval Criteria”).

Space Plan. No later than fifteen (15) days after the Effective Date, Tenant or Tenantshall supply Landlord for Landlord’s Architect shall prepare a proposed review and approval with four (4) copies signed by Tenant of its space plan for the Tenant Improvements in Premises (the Premises which “Space Plan”) before any architectural working drawings or engineering drawings have been commenced. The Space Plan shall include a layout and designation of all offices, rooms and other partitioning, their intended use for such space use, and equipment to be contained therein (therein. Landlord may request clarification or more specific drawings for special use items not included in the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to advise Tenant within ten (10) Business Days business days after Landlord’s receipt of the Space Plan. Plan (or, if applicable, such additional information requested by Landlord shall not unreasonably withhold its approval pursuant to the provisions of the Space Plan, provided that, without limiting immediately preceding sentence) if the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Space Plan if, same is approved or is unsatisfactory or incomplete in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premisesrespect. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work willis so advised, in Landlord’s good faith judgmentTenant shall, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves business days, cause the Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require. If Landlord reasonably disapproves any such revised Space Plan (or any subsequent revisions) because such revised Space Plan does not address Landlord’s prior disapproval, any delay in the Substantial Completion of the Tenant Improvements resulting therefrom will be Tenant Delay. At Landlord’s option, following Landlord’s approval of the Space Plan and prior to Tenant’s submission to Landlord of the Working Drawings, Tenant shall supply Landlord with such intermediate stages of the Construction Drawings as so approved, the “Approved Space Plan”)Landlord reasonably requests for Landlord’s review and approval.

Space Plan. Tenant or Tenant’s Architect shall prepare a initially supply Landlord with four (4) copies of its proposed space plan for the Tenant Improvements in Additional Premises (the Premises which “Space Plan”). The Space Plan shall include a layout and designation of all offices, rooms and other partitioning, their intended use for such space use, and any major equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approvaltherein. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt of the Space Plan. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to advise Tenant within five (5) Business Days after Landlord’s receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan if the same is unsatisfactory or incomplete in any respect (as Landlord’s approval not to be unreasonably withheld or conditioned). If Tenant is so approvedadvised, Tenant shall cause the “Approved Space Plan to be revised by Tenant’s Architect to correct any deficiencies or other matters Landlord may reasonably require and re-submit the proposed Space Plan to Landlord. Landlord will approve or disapprove of the revised Space Plan in writing within two (2) Business Days after receipt thereof. This process will continue until the Space Plan is fully approved in writing by Landlord. To the extent Landlord is able to identify Specialty Alterations during Landlord’s review of the Space Plan”, then concurrently, with Landlord’s review and approval of the Space Plan, Landlord shall notify Tenant in writing of whether any of the Tenant Improvements described therein (other than any internal stairway described in Paragraph 2.c. above, which is hereby expressly deemed a Specialty Alteration without express designation by Landlord) are deemed Specialty Alterations and, if so, whether Tenant is required to remove the subject Specialty Alterations in accordance with Paragraphs 9.b. and 20.a. of the Lease at the expiration or earlier termination of the Lease. Notwithstanding anything to the contrary above, if, when reviewing revised Space Plans, Landlord requires material revisions to design items that Landlord previously approved (and the material revisions to previously approved items are not triggered by the other revisions being made to the Space Plan), then the additional time (if any) required for Tenant’s Architect to revise the Space Plan to address those additional deficiencies shall constitute a Landlord Delay for purposes of Paragraph 2.f. below.

Space Plan. Tenant or Landlord’s designated space planner, at Tenant’s Architect expense which shall be deducted from the Finish Allowance (as hereinafter defined) shall prepare and deliver to Tenant a proposed space plan for the Expansion Space showing, regardless of the quantities of such items, the location of all partitions and doors and the lay-out of the Expansion Space. Tenant Improvements will at all times cooperate with Landlord’s space planner, furnishing all reasonable information and material concerning Tenant’s organization, staffing, growth expectations, physical facility needs (including, without limitation, needs arising by reason of the Disability Acts), equipment, inventory, etc., necessary for the space planner to efficiently and expeditiously arrive at an acceptable layout of the Expansion Space. Tenant will approve or disapprove in writing the Premises space plan within three (3) business days after receipt from Landlord and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner with specific reasons for disapproval. After Tenant’s disapproval, Landlord shall, within three (3) business days, provide a revised space plan. If Tenant fails to approve or disapprove the space plan on or before the end of such three (3) business day period, Tenant shall be deemed to have approved the last submitted space plan. The foregoing process shall be repeated until Tenant has approved (which shall include a layout and designation of all partitioning, intended use for deemed approval) the space plan (such space plan, when approved by Landlord and equipment Tenant, is herein referred to be contained therein (as the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt of the Space Plan. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space Plan”).

Space Plan. A. Tenant has engaged Tenant's Architect, who is hereby approved by Landlord, as its space planner to prepare Tenant's Space Plan, Plans and Specifications and relating planning services. Landlord agrees to reimburse Tenant up to eight cents ($0.08) per square foot of Rentable Area in the Premises up to a maximum of $6,637.76 from the Improvement Allowance upon the mutual execution and delivery of this Lease for the "Fit Study" dated November 15, 2011, prepared by Tenant's Architect (and which Landlord hereby approves subject to Landlord's approval rights to the actual Space Plan and Plans and Specifications as provided below) in connection with Tenant's selection of the Building. B. On or Tenant’s Architect shall prepare before February 15, 2012, Tenant will provide Landlord with a proposed space plan for the Phase Improvements for Phase I and on or before July 1, 2013, Tenant Improvements in the Premises which shall include a layout and designation of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to will provide Landlord with a request space plan for the Phase Improvements for Phase II. Each space plan (a "Space Plan") must (a) be compatible with the base building (both aesthetically and mechanically, as reasonably determined by Landlord’s approval); (b) be adequate, in Landlord's reasonable discretion, for the preparation of Plans and Specifications for the applicable Phase Improvements; (c) show, in reasonable detail, the layout of walls and doors, room identifications and locations for millwork and appearance of the finishing materials (to the extent available at the point in the design process, otherwise such finish materials shall be included with the Plans and Specifications) to be used in connection with installing the Phase Improvements; (d) contain such other additional design information, conceptual or otherwise, that is not customarily considered Space Plan information but may be preliminary, schematic or design development concepts to the extent and as available at this time (which may occur by meeting with Landlord to review the Space Plan); (e) contain such preliminary pricing information as is available at the time; provided Tenant expects to submit a preliminary pricing plan at the end of the schematic design phase (projected to be in early March 2012). All Space Plan drawings must be not less than 1/8" scale. Landlord shall approve or disapprove has provided all information regarding Building Standard materials, systems and capacities prior to the Space Plan by written notice given to Tenant within ten mutual execution and delivery of this Lease. Within seven (107) Business Days after receipt of the Space Plan. , Landlord will notify Tenant in writing of its approval or disapproval of such Space Plan and if Landlord disapproves such Space Plan, Landlord's comments and suggestions for modifications to the Space Plan that will make it acceptable to Landlord; provided, however that Landlord's failure to respond within such 10-day period shall not unreasonably withhold its be deemed approval of the Space Plan, provided that, without limiting the generality of the foregoing, . Landlord and Tenant shall be entitled to withhold its consent to the Space Plan if, work in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return reach agreement on the Space Plan to resolve any disagreements between Landlord and Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions that are necessary to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt achieve final approval of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space Plan”).

Space Plan. A. Tenant has engaged Tenant's Architect, who is hereby approved by Landlord, as its space planner to prepare Tenant's Space Plan, Plans and Specifications and relating planning services. B. On or Tenant’s Architect shall prepare before November 15, 2012, Tenant will provide Landlord with a proposed space plan (the "Space Plan") for the Tenant Improvements in for the Premises that portion of the Expansion Space as to which shall include a layout the Lease will commence on the 2/2013 Commencement Date (and designation the timing for submittal of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan for the balance of the Expansion Space, if any, will be as set forth in Exhibit "D" to the Original Lease for the Tenant Improvements for Phase II). The Space Plan must (a) be compatible with the base building (both aesthetically and mechanically, as EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT reasonably determined by written notice given Landlord); (b) be adequate, in Landlord's reasonable discretion, for the preparation of Plans and Specifications for the Tenant Improvements; (c) show, in reasonable detail, the layout of walls and doors, room identifications and locations for millwork and appearance of the finishing materials (to the extent available at the point in the design process, otherwise such finish materials shall be included with the Plans and Specifications) to be used in connection with installing the Tenant within ten Improvements; (10d) contain such other additional design information, conceptual or otherwise, that is not customarily considered Space Plan information but may be preliminary, schematic or design development concepts to the extent and as available at this time (which may occur by meeting with Landlord to review the Space Plan); (e) contain such preliminary pricing information as is available at the time. All Space Plan drawings must be not less than 1/8" scale. Landlord has provided all information regarding Building Standard materials, systems and capacities prior to the mutual execution and delivery of this Lease. Within seven (7) Business Days after receipt of the Space Plan. , Landlord will notify Tenant in writing of its approval or disapproval of such Space Plan and if Landlord disapproves such Space Plan, Landlord's comments and suggestions for modifications to the Space Plan that will make it acceptable to Landlord; provided, however that Landlord's failure to respond within such 7-day period shall not unreasonably withhold its be deemed approval of the Space Plan, provided that, without limiting the generality of the foregoing, . Landlord and Tenant shall be entitled to withhold its consent to the Space Plan if, work in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return reach agreement on the Space Plan to resolve any disagreements between Landlord and Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions that are necessary to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt achieve final approval of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space Plan”).

Space Plan. Tenant or Tenant’s shall cause the Architect shall to prepare a proposed space plan for the Tenant Improvements in the Premises which shall include Improvements, including a layout and designation of all offices, rooms and other partitioning, intended use for such space and equipment to be contained therein in the Premises, together with their intended use (the “Space Plan”) ), and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten four (104) Business Days after receipt of the Space Plan. Landlord shall not unreasonably withhold its approval copies of the Space Plan, provided thatsigned by Xxxxxx, without limiting to Landlord for its approval. Tenant shall prepare a space plan for the generality Tenant Improvements, including a layout and designation of all offices, rooms and other partitioning, and equipment to be contained in the Premises, together with their intended use (the “Space Plan”), and shall deliver four (4) copies of the foregoingSpace Plan, signed by Xxxxxx, to Landlord for its approval. The Space Plan shall (a) comply with the drawing format and specifications required by Landlord, (b) be consistent with Landlord’s requirements for avoiding aesthetic, engineering or other conflicts with the design and function of the balance of the Building (collectively, the “Landlord Requirements”), and (c) otherwise be subject to Landlord’s reasonable approval. Landlord shall be entitled to withhold its consent to provide Tenant with notice approving or reasonably disapproving the Space Plan if, in within 10 business days after the later of Landlord’s good faith judgment, any one receipt thereof or more the mutual execution and delivery of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expensethis Lease. If Landlord disapproves the Space Plan, Landlord Landlord’s notice of disapproval shall return describe with reasonable specificity the basis for such disapproval and Tenant shall cause the Architect to revise the Space Plan to Tenant with a statement of and resubmit it for Landlord’s reasons for disapproval, or specifying any required corrections and/or revisionsapproval. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This Such procedure shall be repeated as necessary until Landlord approves has approved the Space Plan. Such approved Space Plan (shall be referred to herein as so approved, the “Approved Space Plan”).” Landlord and Tenant acknowledge that, as of the date of mutual execution and delivery of this Lease, Xxxxxx has previously delivered to Landlord, and Landlord has approved, the Space Plan dated May 28, 2015 prepared by the Architect, as required under this Section 2.3.

Space Plan. Upon Landlord's receipt of written notice (the "Refurbishment Notice") from Tenant stating that Tenant desires to refurbish the Expansion Space, which Refurbishment Notice must be received by Landlord on or before 5:00 p.m. November 1, 1996, Landlord's designated space planner, at Tenant’s Architect shall 's expense, will prepare and deliver to Tenant a proposed space plan for the Tenant Improvements in Expansion Space showing the Premises which shall include a layout and designation location of all partitioningpartitions and doors and the lay-out of the Expansion Premises. Tenant will at all times cooperate with Landlord's space planner, intended use furnishing all reasonable information and material concerning Tenant's organization, staffing, growth expectations, physical facility needs (including, without limitation, needs arising by reason of the Disability Acts), equipment, inventory, etc., necessary for such the space planner to efficiently and equipment expeditiously arrive at an acceptable lay-out of the Expansion Space. Tenant will approve or disapprove in writing the space plan within three (3) business days after receipt from Landlord and if disapproved, Tenant shall provide Landlord and Landlord's space planner with specific reasons for disapproval. If Tenant fails to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to space plan on or before the end of such three (3) business day period, Tenant within ten (10) Business Days after receipt of the Space Plan. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled deemed to withhold its consent to have approved the Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premiseslast submitted space plan. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure The foregoing process shall be repeated until Tenant has approved (which shall include deemed approval) the space plan (such space plan, when approved by Landlord approves and Tenant, is herein referred to as the Space Plan (as so approved, the “Approved "Space Plan”"). In the event Tenant fails to deliver the Refurbishment Notice to Landlord on or before 5:00 p.m. November 1, 1996, Landlord shall have no obligation under this Work Letter. Without limiting the foregoing, in the event Landlord does not receive the Refurbishment Notice on or before 5:00 p.m. November 1, 1996, Landlord shall have no obligation to construct improvements in the Expansion Space and shall have no obligation to pay the Expansion Space Finish Allowance.

Space Plan. Tenant or Attached hereto as Schedule 1 is Tenant’s Architect shall prepare a proposed preliminary space plan for the Premises (the “Preliminary Space Plan”). Landlord and Tenant Improvements in hereby approve the Preliminary Space Plan. Based on the Preliminary Space Plan, Tenant shall supply Landlord with an electronic copy signed by Tenant of its final space plan for the applicable portion of the Premises which before any architectural working drawings or engineering drawings have been commenced. The final space plan (the “Final Space Plan”) shall include a layout and designation of all offices, rooms and other partitioning, their intended use for such space use, and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approvaltherein. Landlord shall approve may request clarification or disapprove more specific drawings for special use items not included in the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt of the Final Space Plan. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to advise Tenant within five (5) Business Days business days after Landlord’s receipt of the Final Space Plan for the Premises if the same is unsatisfactory or incomplete in any respect; provided, however, Landlord shall only disapprove such revisionsFinal Space Plans to the extent of a Design Problem. This Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan for the Premises if the same is unsatisfactory or incomplete in any respect. Landlord shall set forth with reasonable specificity in what respect the Final Space Plan is unsatisfactory or incomplete (based upon a commercially reasonable standard). If Tenant is so advised, Tenant shall promptly direct the Architect to cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require, and immediately thereafter Architect shall promptly re-submit the Final Space Plan to Landlord for its approval. Such procedure shall be repeated continue until Landlord approves the Final Space Plan (as so approvedis approved by Landlord. The foregoing Final Space Plan procedure, and the “Approved Space Plan”)submissions/approvals related thereto, may, at Tenant’s election, be conducted on a floor-by-floor basis. Any failure of Landlord to respond to any request for approval within the specified period for such approval shall constitute Landlord’s approval of such submission.

Space Plan. Landlord and Tenant or Tenant’s Architect shall prepare have agreed to a proposed space plan for the Premises dated ___________, 1996, prepared by _______________. Tenant represents to Landlord that it provided the space planner and/or architect, as applicable, with all information needed to cause compliance with the Disability Acts. TENANT SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED BY OR ASSERTED AGAINST LANDLORD BY REASON OF OR IN CONNECTION WITH ANY VIOLATION OF THE DISABILITY ACTS ARISING FROM OR OUT OF (x) information or design and space plans furnished to Landlord by Tenant (or the lack of complete and accurate information so furnished) concerning Tenant's Improvements, (y) Tenant's employer-employee obligations, or (z) after the Commencement Date, violations by Tenant and/or Tenant's Improvements in or the Premises which not being in compliance with the Disability Acts as the result of changes in regulations or law or interpretations thereof not in effect on the Commencement Date. The foregoing indemnity shall not include a layout any claims, liabilities or expenses (including reasonable attorneys' fees and designation of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”expenses) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt arising out of the Space Plannegligence or gross negligence of Landlord or Landlord's employees, agents or contractors. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without Without limiting the generality of the foregoing, if Landlord constructs Tenant's Improvements based on any special requirements or improvements required by Tenant, or upon information furnished by Tenant that later proves to be inaccurate or incomplete resulting in any violation of the Disability Acts, Tenant shall be entitled solely liable to withhold its consent correct such violations and to bring the Space Plan if, in Landlord’s good faith judgment, any one or more of improvements into compliance with the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (Disability Acts as so approved, the “Approved Space Plan”)promptly as is practicable.

Space Plan. Landlord will give not less than 13 months' notice of the estimated Delivery Date, provided, however, that the estimated Delivery Date may not be prior to February 1, 2001 unless Landlord gives notice of such date to Tenant on or Tenant’s Architect shall prepare before October 1, 1999. On or before 10 months before the estimated Delivery Date as so established by Landlord, Tenant will deliver to Landlord a proposed space plan for the Tenant's Improvements. The space plan must (a) be compatible (as reasonably determined by Landlord) with the base building and the mechanical and electrical components of the base building; (b) be adequate, in Landlord's reasonable discretion, for Tenant to prepare working drawings for the Tenant's Improvements; (c) show, in reasonable detail, the design and appearance of the finishing material Landlord will use in connection with installing Tenant's Improvements; (d) be consistent with the Tenant's Improvements in Outline Specifications attached hereto as EXHIBIT G and (e) contain such other detail or description as may be necessary for Landlord to adequately outline the Premises which shall include a layout and designation scope of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approvalTenant's Improvements. Landlord shall will approve or disapprove the Space Plan by written notice given to Tenant space plan in writing within ten (10) Business Days days after receipt of receiving the Space Plan. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expensesame. If Landlord disapproves the space plan within the 10 day period, Tenant will revise the space plan and resubmit it to Landlord for approval. Landlord will have the same approval rights and approval time period with respect to the revised space plan as Landlord had with respect to the initial space plan as described in this section. Not more than 15 days after Tenant has submitted its Space PlanPlan in conformance with the foregoing requirements of this section, Landlord shall return will deliver to Tenant a preliminary cost estimate for Tenant's Improvements shown on the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space Plan”)submitted.

Space Plan. Tenant or Tenant’s and the Architect shall prepare a proposed final space plan for the Tenant Improvements Work in the Premises Building D Expansion Space (collectively, the "Final Space Plan"), which Final Space Plan shall include a layout and designation of all offices, rooms and other partitioning, their intended use for such space use, and equipment to be contained therein (the “Space Plan”) therein, and shall deliver four (4) copies signed by Tenant of the proposed Final Space Plan (in "half size" hard copy paper and also in PDF format) to Landlord with a request for Landlord’s 's approval. Landlord shall approve or disapprove any draft of the Final Space Plan by within seven (7) business days after Landlord's receipt thereof (provided however that such seven (7) business day period shall be extended as needed for structural items). Landlord's failure to respond within such seven (7) business day period shall be deemed Landlord's disapproval of the Final Space Plan; provided, however, that after the expiration of such seven (7) business day period, Tenant may send Landlord written notice given to Tenant within ten (10) Business Days after receipt of the Space Plan. expiration of such seven (7) business day period with a second request for Landlord shall not unreasonably withhold its approval to so approve of the Final Space Plan, provided that, without limiting the generality of the foregoingin which case, Landlord shall be entitled deemed to withhold its consent to have approved of the Final Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (aother than for structural matters) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and if Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall does not approve or disapprove of any revisions to the Final Space Plan by written notice given to Tenant within five (5) Business Days business days after receipt of such revisionswritten notice from Tenant. If Landlord disapproves any draft of the Final Space Plan, Landlord's disapproval shall indicate the reasonable reasons for such disapproval and Tenant shall resubmit the Final Space Plan with the modifications required by Landlord. This procedure process shall continue until the Final Space Plan is approved by Landlord. Other than for structural items, Landlord shall respond with its approval or disapproval of the resubmitted Final Space Plan within five (5) business days following Landlord's receipt thereof. Landlord's failure to respond within such within five (5) business day period shall be repeated until deemed Landlord's disapproval of the resubmitted Final Space Plan; provided, however, that after the expiration of such within five (5) business day period, Tenant may send Landlord approves written notice of the expiration of such within five (5) business day period with a second request for Landlord to so approve of the Final Space Plan, in which case, Landlord shall be deemed to have approved of the Final Space Plan other than for structural items if Landlord does not approve or disapprove of the Final Space Plan within five (as so approved, the “Approved Space Plan”)5) business days after receipt of such written notice from Tenant.

Space Plan. Tenant or In connection with Tenant’s submittal of the Final Working Drawings to Landlord pursuant to the terms of Section 3.3, below, Tenant shall supply Landlord with one electronic copy in CAD or REVIT format, signed by Architect shall prepare a proposed and approved by Tenant, of its space plan for the Tenant Improvements in applicable portion of the 2-4-7 Floor Premises (the “Space Plan”), which shall include a layout and designation of all offices, rooms and other partitioning, their intended use for such space use, and equipment to be contained therein (therein. Landlord may request clarification or more specific drawings for special use items not included in the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten Within five (105) Business Days after following Landlord’s receipt of the Space Plan, Landlord shall return to Tenant one copy of the Space Plan with Landlord’s suggested modifications and/or approval. Unless such action is taken, Landlord will be deemed to have accepted and approved the Space Plan. If the Space Plan is returned to Tenant with comments, but not bearing approval of Landlord, the Space Plan shall be immediately revised by Tenant and resubmitted to Landlord for approval within five (5) Business Days of its receipt by Tenant. Unless such action is taken, Tenant will be deemed to have accepted and approved all of Landlord’s comments on the Space Plan. The above approval, comment and revision process shall be repeated until the Space Plan is approved (or deemed approved) by Landlord. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to disapprove the Space Plan ifonly for good cause, in Landlord’s good faith judgment, any one or more of which the following conditions existparties agree shall include the following: (ai) the proposed Tenant Improvements will adversely affect any adverse effect on the exterior appearance of the Building; (bii) any adverse impact on the proposed Tenant Improvements may impair Building structure; (iii) any adverse impact on the structural strength Building systems or equipment; (iv) any unreasonable interference with any other occupant’s normal and customary office operations, (v) any failure to comply with applicable Laws, (vi) any use or incorporation of Hazardous Materials, (vii) any required changes to the BuildingCommon Areas, affect any of the Base Building Systems or adversely affect the value of the Building; or (cviii) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work willany inconsistency with with general office uses in a first-class office building (each, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space PlanTI Design Problem”).

Space Plan. Landlord and Tenant or Tenant’s Architect have not reached agreement on a space plan/layout of the Premises as of the date of execution of this Lease. Promptly after Lease execution (and in no event later than May 11, 1998), Tenant shall cause its architect, Rustx Xxxx xx Architecture, Inc. of Reston, Virginia to prepare and submit to Landlord for approval (which shall not be unreasonably withheld) a proposed space plan for the Tenant Improvements in entire Premises, defining the Premises which shall include a layout and designation of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt scope of the Space PlanTenant Improvements. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoingPromptly thereafter, Landlord shall indicate to Tenant whether it has any objections to Tenant's proposed space plan. If Landlord fails to provide a written objection within four (4) days after the date Landlord receives the applicable submission from Tenant's architect, the same shall be entitled deemed to withhold its consent have been approved by Landlord. If there are any such objections, the parties will work together expeditiously and in good faith to resolve such objections as quickly as possible (and in all events no later than May 15, 1998). Any delay by Tenant in provision or completion of a space plan beyond the time frames described above which causes delay in commencement or completion of the Workable Shell Structure or Tenant Improvements shall constitute a Tenant Delay for all purposes of this Lease. As approved by Landlord, Tenant's space plan shall be referred to herein as the " Space Plan". "CDS" shall mean and refer to the Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise all plans for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects construction of the Tenant Improvement Work willImprovements, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, including construction drawings and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions specifications and MEP plans to the Space Plan extent required for the permitting of all leasehold construction contemplated by written notice given to Tenant within five (5) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plan (as so approved, the “Approved Space Plan”)this Lease.

Space Plan. Not later than five (5) business days after the Effective Date (and within five (5) days after Tenant gives or is deemed to have given Tenant’s Expansion Notice, if applicable), Tenant shall meet with representatives of Edge Architects (the “Architect”) or another design consultant selected by Landlord and reasonably acceptable to Tenant, to discuss the nature and extent of all improvements that Tenant proposes to install in the applicable portion of the Premises and, at such meeting, provide the Architect with necessary data and information needed by the Architect to prepare the initial Space Plan therefor as required by this paragraph. Landlord shall prepare deliver to Tenant a proposed space plan for prepared by the Tenant Improvements Architect depicting improvements to be installed in the applicable portion of the Premises which shall include a layout and designation of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten (10) Business Days after receipt days following such meeting between Tenant and the Architect. Tenant shall notify Landlord whether it approves or disapproves of the Space Plan. Landlord shall not unreasonably withhold its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the submitted Space Plan if, in Landlord’s good faith judgment, any one or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, affect any of the Base Building Systems or adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the Premises. If Tenant’s proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s good faith judgment, require changes or alterations in the Base Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s expense. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five (5) Business Days business days after receipt Landlord’s submission thereof. If Tenant disapproves of such revisionsSpace Plan, then Tenant shall notify Landlord thereof within such five (5) business day period specifying in reasonable detail the reasons for such disapproval, in which case Landlord shall, within five (5) business days after such notice, revise such Space Plan in accordance with Tenant’s objections and submit to Tenant for its review and approval. This procedure Tenant shall notify Landlord in writing whether it approves or disapproves of the resubmitted Space Plan within three (3) business days after its receipt thereof. If Tenant fails to notify Landlord that it approves or disapproves of the initial or resubmitted Space Plan within such three (3) business days after the submission thereof, then Tenant shall be repeated until Landlord approves deemed to have approved the Space Plan (as so in question. The Space Plan, once approved or deemed approved, is referred to herein as the “Approved Space Plan”. Any delay caused by Tenant’s withholding of its consent or delay in giving its written approval as to such Space Plan shall constitute a Tenant Delay Day (defined below). Landlord shall pay the costs and expenses of preparation of the initial “test fit” Space Plan for the Initial Premises and the First Expansion Premises (and one revision thereof each), respectively. The parties shall establish (i) the Approved Space Plan within thirty (30) days after the Effective Date, and (ii) the Approved First Expansion Premises Space Plan within thirty (30) days after Tenant gives (or is deemed to have given) Tenant’s Expansion Notice. Any delay caused by either party which results in the Approved Space Plan not being established within such thirty (30) days, or the Approved First Expansion Premises Space Plan not being established within such thirty (30) days, as applicable, shall constitute a Landlord Delay or a Tenant Delay to the extent caused by Landlord or Tenant, respectively; provided, however, however, that (x) no Landlord Delay with respect to the Approved Space Plan shall be deemed to have occurred unless a delay caused by Landlord in establishing the Approved Space Plan results in the Delivery Date occurring more than one hundred fifty (150) days after the Effective Date (net of Tenant Delays), and (y) no Landlord Delay with respect to the Approved First Expansion Premises Space Plan shall be deemed to have occurred unless a delay caused by Landlord in establishing the Approved First Expansion Space Plan results in the First Expansion Premises Commencement Date not occurring within one hundred fifty (150) days after Tenant gives (or is deemed to have given) Tenant’s Expansion Notice. The parties intend that the Approved Space Plan (and the Approved First Expansion Premises Space Plan) will be sufficiently detailed to include specific “dollar allowance" for such things as carpeting or other flooring materials, lighting, painting, cabinetry, and other items of the Tenant Improvements to the extent reasonably practicable. (For example, the Approved Space Plan will state that carpeting will have an average dollar allowance of $X per square yard as mutually agreed by the parties) to enable the general contractors bidding on the Tenant Improvements to provide a more reliable estimate. In order to work with the construction and delivery schedule established by the parties in this Lease, the Approved Space Plan (and the Approved First Expansion Premises Space Plan) will only incorporate items that are not long lead-time items that would result in delay the construction schedule.

Space Plan. Prior to March 1,2013, Tenant or shall furnish Landlord with Tenant’s Architect shall prepare a proposed 's final space plan for the Tenant Improvements Premises ("Space Plan"). The Space Plan shall be prepared by Tenant's Architect and shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, and shall specify the location of any proposed structural floor penetrations, the location and extent of floor loading in excess of Building capacity, if any, any special HVAC requirements, the location and description of any special plumbing requirements, and any special electrical requirements. In addition, the Space Plan shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord may request clarification or more specific drawings for special use items not included in the Premises which shall include a layout and designation of all partitioning, intended use for such space and equipment to be contained therein (the “Space Plan”) and shall deliver the proposed Space Plan to Landlord with a request for Landlord’s approval. Landlord shall approve or disapprove the Space Plan by written notice given to Tenant within ten (10) Business Days business days after receipt of the Space Plan. Landlord shall not unreasonably withhold or condition its approval of the Space Plan, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Space Plan if, in Landlord’s 's good faith judgment, any one anyone or more of the following conditions exist: (a) the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; (b) the proposed Tenant Improvements may impair the structural strength of the Building, adversely affect any of the Base Building Systems or materially adversely affect the value of the Building; or (c) the proposed Tenant Improvement Work would trigger the necessity under Applicable Laws or otherwise for work to be performed outside the PremisesPremises or to the Core and Shell Improvements; or (d) the proposed Tenant Improvements are not consistent with general business office improvements. If Tenant’s 's proposed interior partitioning or other aspects of the Tenant Improvement Work will, in Landlord’s 's good faith judgment, require changes or alterations in to the Base structure, the fire protection sprinkler system, the HVAC system or other Building Systems located outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations shall be made at Tenant’s 's expense. The Tenant Improvements shall comply with the minimum standards described in Schedule 4 (as the same may be reasonably adjusted by Landlord from time to time in a manner materially consistent with the specifications set forth on Schedule 4 to reflect current conditions). If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant with a detailed statement of Landlord’s 's reasons for disapproval, or specifying any required corrections and/or revisions. Landlord Representative and Tenant Representative shall promptly make themselves available to discuss and resolve any comments or revisions, and the Space Plan shall promptly be revised by Tenant to incorporate any agreed upon changes. In the event the parties cannot reach agreement and resolve all disputed matters relating to the Space Plan, the parties shall continue to meet and confer and negotiate in good faith to reach agreement on any disputed matters. Landlord shall approve or disapprove of any revisions to the Space Plan by written notice given to Tenant within five ten (510) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves (or is deemed to have approved as provided below) the Space Plan (as so approved, the “"Approved Space Plan”"). If Landlord fails to respond in writing within ten (10) business days after a submission of the Space Plan, Tenant may send a second notice to Landlord, which notice must contain the following disclaimer in bold face, capitalized type: "NOTICE --SECOND REQUEST FOR CONSENT PURSUANT TO SECTION 2.2.1 OF THE WORK LETTER FOR THE 680 FOLSOM PREMISES --FAILURE TO TIMELY RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE MAY RESULT IN DEEMED APPROVAL OF THE SPACE PLAN FOR TENANT IMPROVEMENTS." If Landlord fails to respond in writing within three (3) business days after delivery of such second notice, Tenant's Space Plan last submitted shall be deemed approved by Landlord. Tenant shall only be obligated to design and construct the Tenant Improvements to LEED standards if compliance with LEED standards is required by Applicable Law.