Common use of Space Plans Clause in Contracts

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's final space plans for the Premises ("Space Plans"). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven (7) Business Days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 Plans 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 Plans.

Space Plans. Prior to drafting any Construction Drawingsconstruction plans and drawings, Tenant shall furnish Landlord with a hard copy and, to the extent available, an AutoCAD version on diskette, of Tenant's ’s final space plans for the Premises ("“Space Plans"”). The Space Plans shall show or specify the locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, the location and extent of floor loading in excess of Building capacity, if any, any special HVAC requirements, and the location and description of any special HVAC, plumbing requirements, and any special or electrical requirements. In addition, the Space Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by giving written notice given to Tenant within seven ten (710) Business Days days after receipt of the Space Plansthereof. Landlord shall not unreasonably withhold or condition its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if. If Tenant’s proposed Leasehold Improvements will, in Landlord's good faith ’s reasonable judgment, require changes or alterations in the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character fire protection sprinkler system, HVAC system or other building systems outside of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulationsPremises, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one approves such changes or more of the foregoing situations exist; providedalterations, however, that the foregoing reasons such changes or alterations shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingmade at Tenant’s expense. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's ’s specific and detailed reasons for disapproval, or disapproval and specifying any required corrections and/or or revisions. Landlord shall approve or disapprove of any revisions or corrections to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisionsrevisions or corrections. This procedure shall be repeated until Landlord approves the Space Plans. If Landlord fails to respond to any request for approval of the Space Plans or revisions thereto in the time periods required under this Section 3.2, Landlord shall be deemed to have approved the Space Plans or revised Space Plans, as submitted.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's Txxxxx’s final space plans for the Premises ("“Space Plans"”). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Tenant shall deliver initial drafts of the Space Plans for Landlord’s approval within ten (10) days following the date Landlord submits its proposed plans and specifications for Landlord’s Work to Tenant pursuant to Section 1(b), above. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's ’s good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable RequirementsLaws; (b) are not consistent with the quality and character of the ProjectBuilding; (c) may are likely to adversely affect Building Systemssystems, the structure of the Building or the safety of the BuildingBuilding and/or its occupants; (d) may might impair Landlord's ’s ability to furnish services to TenantTenant or other tenants in the Building; (e) may would increase the cost of operating the Building; (f) contain or use Hazardous Substances in violation of applicable law; (g) would adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (fh) might adversely affect another tenant’s premises or such other tenant’s use and enjoyment of such premises; (i) are prohibited by any ground lease affecting the REA Building, any private restrictions or any Encumbrancemortgage, trust deed or other instrument encumbering the Building; (j) are likely to be substantially delayed because of availability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; or (gk) are not, at a minimum, in accordance with Landlord's ’s building standards and construction rules and regulations, and the Sustainable Practicesstandards. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's Lxxxxxxx’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction DrawingsWithin a commercially reasonable time period after the Execution Date, Tenant shall furnish shall, at its sole expense (but subject to the Premises Construction Allowance), deliver to Landlord with Tenant's final space plans for prepared by an architect (“Architect”) chosen by Tenant and reasonably approved by Landlord in electronic Autocad format together with a full-size hard copy depicting all improvements and alterations desired by Tenant to be installed in or made to the Premises ("Space Plans"). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilitiesPremises. Landlord shall approve or disapprove the Space Plans by written notice given to notify Tenant within seven (7) Business Days after receipt whether it approves of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 Plans by written notice given to Tenant space plans within five (5) Business Days business days after receipt thereof. If Landlord disapproves of the space plans, Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such revisionsdisapproval, in which case Tenant shall revise the space plans in accordance with Landlord’s objections and submit revised space plans in accordance with subparagraph (a) above to Landlord for its review and approval. Landlord shall notify Tenant in writing whether or not it approves of the resubmitted space plans within three (3) business days after its receipt thereof and, if Landlord disapproves, Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval. This procedure process shall be repeated until the space plans have been finally approved by Landlord approves and Tenant. If Landlord fails to approve or disapprove of the space plans or the resubmitted space plans, as the case may be, within the applicable time period set forth above in this Section 2.(a), and any such failure is not cured by Landlord within three (3) business days after written notice from Tenant to Landlord of such failure, then the space plans as submitted, or as resubmitted, as the case may be, shall be deemed approved by Landlord. As used herein, “Space Plans” means the Preliminary Spaces Plans finally approved or deemed approved by Landlord as provided above. Material changes to the Space PlansPlans shall require Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent not attached hereto on the Execution Date, this Work Letter will be automatically amended to include as Annex 1 hereto the finally approved Space Plan.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's final space plans for the Premises ("Space Plans"). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of consent to the Space Plans if, in Landlord's good faith judgment, any one or more of the proposed improvements depicted on the Space Plansfollowing situations exist: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may proposed Tenant Improvements will adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any EncumbranceBuildings; or (gb) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulations, and the Sustainable Practices. Landlord proposed Tenant Improvements may withhold its approval impair the structural strength of the Space Plans if Buildings, adversely affect any one Building Systems or more materially adversely affect the value of the foregoing situations existBuildings; providedor (c) the specifications for the proposed Tenant Improvements are not consistent with, howeveror would detract from, that the foregoing reasons shall not be character or image of the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingProject. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's final retain Chapo and Hall Architects, or another architect reasonably approved by Landlord, as its architect ("TENANT'S ARCHITECT") to prepare preliminary space plans for the Premises ("Space PlansSPACE PLANS")) to be utilized in the preparation of the Final Plans for Building 4. The Space Plans shall show locations of all proposed improvements, including partitionswalls, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, the location and extent of floor loading in excess of Building 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities, to the extent such information is available at the time the Space Plans are prepared. Tenant shall use the Building Plans (as defined in EXHIBIT "B" to this Amendment) in connection with the preparation of its Space Plans. Landlord shall approve or disapprove of the Space Plans by written notice given to Tenant within seven twenty-one (721) Business Days days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of consent to the Space Plans if, in Landlord's good faith commercially reasonable judgment, the proposed improvements depicted on an item or component is disclosed by the Space PlansPlans that: (a) do not comply with applicable Requirementsis likely to adversely affect building systems, the structure of Building 4 or the safety of Building 4 and/or its occupants; (b) are not consistent with the quality and character of the Projectwould violate any governmental regulations (or interpretations thereof); (c) may adversely affect Building Systems, contains or uses hazardous or toxic materials or substances which are not now customarily used in the structure construction of the Building or the safety of the Buildingtenant space improvements in institutionally owned buildings; (d) may impair Landlord's ability to furnish services to Tenant; (e) may would materially and adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance4; or (ge) are not, at a minimum, is likely to result in accordance with Landlord's building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval material delays in completion of the Space Plans if any one Tenant Improvement Work because of unavailability or more shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work. The foregoing situations exist; providedreasons, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 Plans by written notice given to Tenant within five fourteen (514) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's ’s final space plans for the Premises ("“Space Plans"”). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of consent to the Space Plans if, in Landlord's ’s good faith judgment, any one or more of the proposed improvements depicted on the Space Plansfollowing situations exist: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may proposed Tenant Improvements will adversely affect the exterior appearance of the Building or Building; (b) the marketability proposed Tenant Improvements may impair the structural strength of the Premises to subsequent tenantsBuilding, adversely affect any Systems or materially adversely affect the value of the Building; (fc) the proposed Tenant Improvement Work would trigger the necessity under Laws or otherwise for work to be performed outside the Premises; (d) the specifications for the proposed Tenant Improvements are prohibited by not consistent with, or would detract from, the REA character or any Encumbranceimage of the Project; or (ge) are not, at a minimum, in accordance with Landlord's building standards the proposed Tenant Improvement Work is specialized for Tenant’s particular use and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall would not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingused by typical warehouse/industrial tenants. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's ’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's ’s final space plans for the Premises ("“Space Plans"”). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Tenant shall deliver initial drafts of the Space Plans for Landlord’s approval within ten (10) days following the date Landlord submits its proposed plans and specifications for Landlord’s Work to Tenant pursuant to Section 1(b), above. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's ’s good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable RequirementsLaws; (b) are not consistent with the quality and character of the ProjectBuilding; (c) may are likely to adversely affect Building Systemssystems, the structure of the Building or the safety of the BuildingBuilding and/or its occupants; (d) may might impair Landlord's ’s ability to furnish services to TenantTenant or other tenants in the Building; (e) may would increase the cost of operating the Building; (f) contain or use Hazardous Substances in violation of applicable law; (g) would adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (fh) might adversely affect another tenant’s premises or such other tenant’s use and enjoyment of such premises; (i) are prohibited by any ground lease affecting the REA Building, any private restrictions or any Encumbrancemortgage, trust deed or other instrument encumbering the Building; (j) are likely to be substantially delayed because of availability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; or (gk) are not, at a minimum, in accordance with Landlord's ’s building standards and construction rules and regulations, and the Sustainable Practicesstandards. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's ’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's Xxxxxx’s final space plans for the Premises ("“Space Plans"”). In addition to the Construction Allowance, Landlord shall contribute no more than $25,000 towards the preparation of one preliminary space plan, plus one revision. The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven (7) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold withhold, condition, or delay its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's ’s good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable RequirementsLaws; (b) are not consistent with the quality and character of the Project; (c) may likely to adversely affect the Building Systems, the structure of the Building or the safety of the Building and/or its occupants; (c) are likely to impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may would adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; or (fe) are prohibited by the REA likely to adversely affect another tenant’s premises or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards such other tenant’s use and construction rules and regulations, and the Sustainable Practicesenjoyment of such premises. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's Xxxxxxxx’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days 5 business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's ’s final space plans for each Phase of the Premises ("“Space Plans"”). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's ’s good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the ProjectProperty; (c) may are likely to adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ’s ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA REA, or any Encumbrancemortgage, trust deed or other instrument encumbering the Property; (g) are likely to be substantially delayed because of availability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; or (gh) are not, at a minimum, in accordance with Landlord's ’s building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's ’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans. Landlord hereby approves the Space Plan for the Phase 1 Premises attached hereto as Exhibit D-1.

Space Plans. Prior to drafting any Construction Drawingsdetailed construction plans and ----------- specifications for the Tenant Improvements, Tenant shall furnish Landlord with Tenant's final space plans for the Premises Expansion Space ("Space Plans"). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven five (75) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of consent to the Space Plans if, in Landlord's good faith judgment, any one or more of the proposed improvements depicted on the Space Plansfollowing situations exist: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may proposed Tenant Improvements will adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any EncumbranceBuilding; or (gb) the proposed Tenant Improvements may impair the structural strength of the Building, adversely affect any 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 Expansion Space; or (d) the specifications for the proposed Tenant Improvements are notnot consistent with, at a minimumor would detract from, the character or image of the Building. If Tenant's proposed interior partitioning or other aspects of the Tenant Improvement Work will, in accordance with Landlord's good faith judgment, require changes or alterations in the fire protection sprinkler system, HVAC system or other building standards and construction rules and regulationssystems outside of the Expansion Space, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one approves such changes or more of the foregoing situations exist; providedalterations, however, that the foregoing reasons such changes or alterations shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingmade at Tenant's expense. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's ’s final space plans for the Premises ("“Space Plans"”). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of consent to the Space Plans if, in Landlord's ’s good faith judgment, any one or more of the proposed improvements depicted on the Space Plansfollowing situations exist: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may proposed Tenant Improvements will adversely affect the exterior appearance of the Building or Building; (b) the marketability proposed Tenant Improvements may impair the structural strength of the Premises to subsequent tenantsBuilding, adversely affect any Systems or materially adversely affect the value of the Building; (fc) the Exhibit B–2 proposed Tenant Improvement Work would trigger the necessity under Laws or otherwise for work to be performed outside the Premises; (d) the specifications for the proposed Tenant Improvements are prohibited by not consistent with, or would detract from, the REA character or any Encumbranceimage of the Project; or (ge) are not, at a minimum, in accordance with Landlord's building standards the proposed Tenant Improvement Work is specialized for Tenant’s particular use and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall would not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingused by typical warehouse/industrial tenants. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's ’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction DrawingsWithin 210 days after Tenant’s receipt of the Base Building Plans, Tenant shall furnish prepare and submit to Landlord with Tenant's final space for approval a set of preliminary plans for (the Premises ("“Proposed Space Plans")“) in the form of a schematic design providing a conceptual layout and description of the Initial Leasehold Improvements. The Such Proposed Space Plans shall show locations contain the basic architectural layout plan prepared and stamped by Tenant’s Architect or Tenant’s Engineer, as the case may be, indicating (i) location of all proposed improvements, including partitions, cabinetry(ii) location of all doors, equipment (iii) location of windows, doors and fixturesframings, shall identify materials and finishes by location(iv) notes regarding requirements for special air conditioning or ventilation, (v) location of plumbing, and shall specify the (vi) location of any proposed structural floor penetrations or reinforcements, the location kitchen and extent of floor loading in excess of Building capacity, if any, any special HVAC requirements, all related kitchen equipment (the location and description of any special plumbing requirements, and any special electrical requirements“Kitchen”). In addition, the Space Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven (7) Business Days Within 15 days after receipt of the Proposed Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoingPlans by Landlord, Landlord shall be entitled to withhold its approval either approve the Proposed Space Plans or notify Tenant of the item(s) of the Proposed Space Plans ifthat Landlord disapproves and the reason(s) therefor as well as the changes thereto which, if made, will result in Landlord's good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its ’s approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Proposed Space Plans, Landlord shall return the Space Plans to Tenant with a statement shall, within ten days after receipt of Landlord's reasons for ’s disapproval, or specifying any required make the corrections and/or revisionsnecessary to satisfy Landlord’s concerns, and Tenant shall revise and resubmit same to Landlord for approval (the “Revised Space Plans“). Landlord shall approve or disapprove Within five days after receipt of any revisions to the Revised Space Plans by written notice given Landlord, Landlord shall either approve the Revised Space Plans or notify Tenant of the item(s) of the Revised Space Plans that Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Revised Space Plans, Tenant shall make the further corrections necessary to satisfy Landlord’s concerns, and Tenant shall revise and resubmit same to Landlord for approval, which process shall continue until the Revised Space Plans are approved. The Proposed Space Plans or Revised Space Plans, as approved by Landlord, are hereinafter referred to as the “Space Plans“. If Landlord disapproves the Revised Space Plans or any element thereof, the period of time thereafter incurred to prepare, submit, and obtain approval by Landlord of revisions thereto shall constitute Tenant Delay to the extent provided in Paragraph 23 of this Exhibit B. In no event shall Landlord’s failure to respond be deemed approval by Landlord. If Landlord fails to respond within the time periods specified above, Tenant may deliver another request for Landlord’s response in a Conspicuous Notice. If Landlord fails to respond within five (5) Business Days days after its receipt of the Conspicuous Notice, then each day after such revisionsfive-day period will constitute a day of Landlord Delay. This procedure shall As used herein, a “Conspicuous Notice” means a notice that, as a condition to the effectiveness thereof, must be repeated until Landlord approves conspicuously marked, both on the Space Plansoutside of the envelope or delivery container and on the actual notice, “URGENT: IMMEDIATE RESPONSE REQUIRED” in all capital letters and bold type.

Space Plans. Prior to drafting any Construction DrawingsOn or before January 15, 2001, Tenant shall furnish to Landlord with Tenantfor Landlord's final review and approval (which approval shall not be unreasonably withheld) plans indicating the proposed location of walls and partitions on the floor of the Premises or other conceptual or space plans for of the improvements Tenant desires in the Premises (the "Space Plans"), prepared by an architect retained by Xxxxxx and reasonably acceptable to Landlord ("Tenant's Architect"). The Space Plans shall (A) show locations the general layout of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by locationof the improvements which Tenant desires to be constructed in the Premises, and all such improvements shall specify the location of comply with all applicable building codes and other Legal Requirements (as defined in Paragraph 7.a.(16) below), (B) include all applicable telephone and cable requirements, drywall, finish specifications and special requirements, (C) separately note any proposed structural floor penetrations work or reinforcementsextraordinary or supplemental electrical, the location and extent of floor loading in excess of Building capacity, if any, any special plumbing or HVAC requirements, and (D) contain such detail and specifications as would permit a general contractor to obtain preliminary estimates of the location cost of performing all work shown thereon. The Space Plans and description of any special plumbing requirements, improvements shown thereon shall also comply with the "Tenant Construction Standards" and any special electrical requirements. In addition"Conditions for Construction" applicable to the Building (collectively, the "Building Construction Standards"), receipt of which is hereby acknowledged by Tenant. The Space Plans shall show telephone and telecommunications facilities, and computer and electronic data facilitiesidentify any "long-lead" materials (as described in Paragraph 4.a.ii. below) then known by Tenant or Xxxxxx's Architect. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven (7) Business Days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 respond to the Space Plans within ten (10) Business Days (as defined in Paragraph 17.a. below) of its receipt thereof. Tenant shall respond promptly to any written objections of Landlord to the Space Plans and shall resubmit appropriately revised Space Plans prepared by written notice given to Tenant Xxxxxx's Architect within five (5) Business Days after Xxxxxx's receipt of such revisionsLandlord's objections. This procedure shall be repeated followed until Landlord approves all objections have been resolved and the Space Plans approved. The Space Plans, as finally approved in writing by Landlord, shall be referred to herein as the "Final Space Plans."

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's final space plans for the Premises ("Space Plans"). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold or condition its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable RequirementsLaws; (b) are not consistent with the quality and character of the Project; (c) may are likely to adversely affect Building Systems, the structure of the Building or the safety of the BuildingBuilding and/or its occupants; (d) may might impair Landlord's ability to furnish services to TenantTenant or other tenants in the Project; (e) may could or would increase the cost of operating the Building or the Project; (f) contain or use Hazardous Materials; (g) would adversely affect the exterior appearance of the Building or the Project or the marketability of the Premises to subsequent tenants; (fh) might adversely affect another tenant's premises or such other tenant's use and enjoyment of such premises; (i) are prohibited by the REA any private restrictions or any Encumbrancemortgage, trust deed or other instrument encumbering the Building and/or the Project; or (gj) are not, at a minimum, in accordance with Landlord's building standards standards, the Construction Rules and construction rules and regulationsRegulations, and or the Sustainable PracticesBuilding's Sustainability Practices or Green Building Standards. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingforegoing provided such other reasons are commercially reasonable. 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 fire protection sprinkler system, HVAC system or other Building Systems outside of the Premises, and Landlord approves such changes or alterations, such changes or alterations outside the Premises shall be made by Landlord, at Tenant's expense, subject to the application of the Construction Allowance. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's reasons for disapproval, or and specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's ’s final space plans for the Premises ("“Space Plans"”). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, the location and extent of floor loading in excess of Building capacity, if anyloading, any special HVAC requirements, the location and description of any special plumbing requirements, and any special electrical requirements. In addition, the Space Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of consent to the Space Plans if, in Landlord's ’s good faith judgment, any one or more of the proposed improvements depicted on the Space Plansfollowing situations exist: (a) do not comply with applicable Requirementsthe proposed Tenant Improvements will adversely affect the exterior appearance of the Project; or (b) are not consistent with the quality and character proposed Tenant Improvements may impair the structural strength of the Project, adversely affect the roof or any of the Building Systems or materially adversely affect the value of the Project; (c) may adversely affect Building Systems, the structure of proposed Tenant Improvement Work would trigger the Building necessity under applicable laws or otherwise for work to be performed outside the safety of the BuildingPremises; or (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance specifications for the proposed Tenant Improvements are not consistent with, or would detract from, the character or image of the Building Project. If Tenant’s proposed interior partitioning or the marketability other aspects of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimumTenant Improvement Work will, in accordance with Landlord's ’s good faith judgment, require changes or alterations in the HVAC, electrical, plumbing, telecommunications, security, life safety or other building standards and construction rules and regulationssystems outside of the Premises, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one approves such changes or more of the foregoing situations exist; providedalterations, however, that the foregoing reasons such changes or alterations shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingmade at Tenant’s expense. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's ’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction Drawings, Tenant Tenant’s Architect shall furnish Landlord with Tenant's ’s final space plans for the Premises ("“Space Plans"”). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, 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 additionLandlord acknowledges that Tenant desires to install as part of the Tenant Improvements a separate exterior entrance to the Building on the ground floor of the Building located at the south end of the Building (the “Second Entrance”), subject to the Space Plans shall show telephone terms and telecommunications facilities, and computer and electronic data facilitiesconditions of this Work Letter including the necessity of obtaining all required Permits for the Second Entrance. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of consent to the Space Plans if, in Landlord's ’s good faith judgment, any one or more of the proposed improvements depicted on the Space Plansfollowing situations exist: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may proposed Tenant Improvements will adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any EncumbranceBuilding; or (gb) the proposed Tenant Improvements may impair the structural strength of the Building, adversely affect any building systems or materially adversely affect the value of the Building; or (c) the specifications for the proposed Tenant Improvements are notnot consistent with, at a minimumor would detract from, the character or image of the Building. If Tenant’s proposed interior partitioning or other aspects of the Tenant’s Work will, in accordance with Landlord's ’s good faith judgment, require changes or alterations in the fire protection sprinkler system, HVAC system or other building standards and construction rules and regulationssystems outside of the Premises, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one approves such changes or more of the foregoing situations exist; providedalterations, however, that the foregoing reasons such changes or alterations shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingmade at Tenant’s expense. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's ’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior to drafting any Construction DrawingsWithin thirty-five (35) days after the execution of the Second Amendment by Tenant and Landlord, Tenant shall furnish Landlord with Tenant's final submit to its architect or designer all additional information, including occupancy requirements for the New Tenant Improvements in the Second Expansion Premises (“Information”), necessary to enable the architect, designer or contractor to prepare space plans for the Premises ("Space Plans"). The Space Plans shall show New Tenant Improvements containing all demising walls, corridors, entrances, exits, doors, interior partitions, and the locations of all proposed improvementsoffices, including partitionsconference rooms, cabinetry, equipment and fixtures, shall identify materials and finishes by locationcomputer rooms, and other rooms and layout. Landlord shall specify be entitled to rely upon all plans, drawings and information supplied by or for Tenant in preparing the location space plans. Tenant shall deliver a copy of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given space plans that are acceptable to Tenant within seven for Landlord’s approval. Within ten (710) Business Days business days after receipt of the Space Plansspace plans, Landlord shall notify Tenant in writing that: (i) Landlord approves such space plans; or (ii) Landlord disapproves such space plans in the particular instances specified by Landlord in such notice (including, without limitation, the specific changes requested by Landlord. Landlord shall not unreasonably withhold its approval of to the Space Plans, provided that, without limiting the generality of the foregoing, space plans. Tenant shall cause any proposed space plans to be revised appropriately to address Landlord’s comments and to be resubmitted to Landlord for its prompt review and approval or disapproval which shall be entitled to withhold its approval of the Space Plans if, in Landlord's good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 Plans by written notice given to Tenant provided within five (5) Business Days after receipt business days for review of any revised Space Plan. The failure of Landlord to provide such revisions. This procedure written notice within said ten (10) or five (5) business day period shall be repeated until a Landlord approves Delay to the extent such Landlord Delay(s) result in there being less than one hundred eighty (180) days between the date the Construction Plans are approved by Landlord and Tenant and the bidding process under Section described in Section 3.4 below has been completed and April 1, 2012. The space plans approved by the parties as provided above shall be referred to as the “Space Plans.”

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's final space plans for the Premises ("Space Plans"). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcementspenetrations, the location and extent of floor loading in excess of the Building capacity, if any, any special HVAC heating, ventilation or air conditioning requirements, the location and description of any special plumbing requirements, and any special electrical requirements. In addition, the Space Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven (7) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of consent to the Space Plans if, in Landlord's good faith judgment, any one or more of the proposed improvements depicted on the Space Plansfollowing situations exist: (a) do not comply with applicable Requirementsthe proposed Tenant Improvements will adversely affect the exterior appearance of the Project; (b) are not consistent with the quality and character proposed Tenant Improvements may impair the structural strength of the Project, adversely affect the roof or any of the Building Systems or materially adversely affect the value of the Project; (c) may adversely affect Building Systemsthe specifications for the proposed Tenant Improvements are not consistent with, or would detract from, the structure character or image of the Project; or (d) the proposed Tenant Improvements are inconsistent with the provisions of the Construction Guide. 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 any portion of the Building or the safety Systems outside of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulationsPremises, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one approves such changes or more of the foregoing situations exist; providedalterations, however, that the foregoing reasons such changes or alterations shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoingmade at Tenant's expense. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans.

Space Plans. Prior The preliminary space plan and the estimated budget therefore are attached hereto as Schedules “C-2” and “C-3,” respectively. Lessee acknowledges that, as of the date of execution and delivery hereof, the estimated budgeted costs of constructing improvements pursuant to drafting any Construction Drawingssuch preliminary space plan, excluding construction management, architectural and engineering fees, are in excess of the Tenant Offset (as defined in Section 3(a) below). Lessee agrees to cooperate with Lessors space planner and/or architect, who shall furnish Landlord with Tenant's final prepare detailed space plans for the Premises which shall include, but not be limited to, locations of doors, partitioning, electrical fixtures, outlets and switches, plumbing fixtures, extraordinary floor loads and other special requirements, for improvements. Lessor shall approve space plans prepared by Lessor’s architect ("and approved by Lessee) in writing within three (3) business days following receipt from Lessee (the “Space Plans"Plan Approval Date”). The Space Plans If Lessor fails to so notify Lessee within such three (3) business days, Lessor shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location be deemed to have approved such space plans. If Lessor timely notifies Lessee of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven (7) Business Days after receipt disapproval of the Space Plans. Landlord space plans, Lessor’s notice of disapproval shall not unreasonably withhold also set forth its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the Project; (c) may adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA or any Encumbrance; or (g) are not, at a minimum, in accordance with Landlord's building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans 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 disapproval and suggested revisions to the Space Plans by written notice given space plans in order to Tenant within five (5) Business Days after receipt satisfy the concerns of such revisionsLessor. This procedure shall be repeated until Landlord approves Lessee may have its own architect prepare space plans, at its expense, prior to the Space PlansPlan Approval Date. The Parties acknowledge and agree that, as of the date of this Lease, the Parties desire to retain the existing large major kitchen area and bathrooms along with such of the existing fixtures, cabinets, built-in Subzero, ducting and lighting located therein as the existing Lessee surrenders to Lessor and shall use commercially reasonable efforts, on and subject to the terms of this Work Letter, to do so.

Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant's ’s final space plans for the Premises ("“Space Plans"”). The Space Plans shall show locations of all proposed improvements, including partitions, cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed structural floor penetrations or reinforcements, 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 Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Landlord shall approve or disapprove the Space Plans by written notice given to Tenant within seven ten (710) Business Days business days after receipt of the Space Plans. Landlord shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its approval of the Space Plans if, in Landlord's ’s good faith judgment, the proposed improvements depicted on the Space Plans: (a) do not comply with applicable Requirements; (b) are not consistent with the quality and character of the ProjectProperty; (c) may are likely to adversely affect Building Systems, the structure of the Building or the safety of the Building; (d) may impair Landlord's ’s ability to furnish services to Tenant; (e) may adversely affect the exterior appearance of the Building or the marketability of the Premises to subsequent tenants; (f) are prohibited by the REA REA, or any Encumbrancemortgage, trust deed or other instrument encumbering the Property; (g) are likely to be substantially delayed because of availability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work; or (gh) are not, at a minimum, in accordance with Landlord's ’s building standards and construction rules and regulations, and the Sustainable Practices. Landlord may withhold its approval of the Space Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord's ’s reasons for disapproval, or specifying any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice given to Tenant within five (5) Business Days business days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Space Plans. Landlord hereby approves the Space Plan for the Premises attached hereto as Exhibit D-1.