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: # the proposed Tenant Improvements will adversely affect the exterior appearance of the Building; # 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 # 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”).

Plans. Prior to commencing construction of any Tenant’s changes Tenant shall furnish to Landlord, for Landlord’s reasonable approval, a detailed layout plan (the “Space Plan”), prepared by Tenant’s architect (as reasonably approved by Landlord) (“Tenant’s Architect”), for the improvements Tenant desires to have constructed in the Premises or portion thereof. The Space Plan shall also # show types of finishes for the improvements, # separately note any proposed structural work or extraordinary electrical, plumbing or HVAC requirements, # show improvements that conform to Landlord’s base building requirements, the “Tenant Construction Standards” and “Conditions for Construction”, if any, then applicable to the Building (collectively, the “Building Construction Standards”) and applicable building codes and other local, state or federal law, ordinance, rule, regulation, code, or order of any governmental entity or insurance requirement (collectively, “Legal Requirements”) now in force or which may hereafter be enacted, # be in sufficient detail as would permit the selected contractor to obtain preliminary estimates of the cost of performing all work shown thereon and # be subject to Landlord’s reasonable approval. Landlord shall respond to the Space Plan within five (5) business days after Landlord’s receipt thereof. Tenant shall cause Tenant’s Architect to promptly revise the Space Plan to address any reasonable objections raised by Landlord and Tenant shall resubmit an appropriately revised Space Plan to Landlord within five (5) business days after receipt of Landlord’s objections. This procedure shall be followed until all objections have been resolved and the Space Plan approved by Landlord and Tenant. Tenant is responsible for providing a Space Plan that complies with all applicable building codes and other Legal Requirements, and Landlord’s aforementioned approval of the Space Plan merely indicates Landlord’s consent to the proposed work shown thereon. In no event shall such approval of the Space Plan by Landlord be deemed to constitute a representation by Landlord that the work called for in the Space Plan complies with applicable Legal Requirements nor shall such consent release Tenant from Tenant’s obligation to supply a Space Plan that conforms to applicable Legal Requirements. The Space Plan, as approved by Tenant and Landlord, is referred to hereinafter as the “Final Space Plan.”

Preliminary Plan. After the Space Plan has been approved by Landlord, Tenant shall cause Tenant’s Architect to prepare and submit for Landlord’s approval preliminary plans showing locations of all proposed improvements, including partitions, cabinetry, equipment, fixtures, telephone and telecommunications facilities, and computer and electronic data facilities 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, and the location and description of any special plumbing requirements, any special HVAC requirements, and any special electrical requirements (the “Preliminary Plans”). Landlord may request clarification or more specific drawings for special use items not included in the Preliminary Plans. Landlord shall approve or disapprove the Preliminary Plans by written notice given to Tenant within fifteen (15) Business Days after receipt of the Preliminary Plans. Landlord shall not unreasonably withhold its approval of the Preliminary Plans, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Preliminary Plans for any of the reasons specified in [Section 2.2.1] above, or if in Landlord’s good faith judgment, the Preliminary Plans are inconsistent with, or do not conform to, the Approved Space Plan. If Landlord disapproves the Preliminary Plans, Landlord shall return the Preliminary 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 Preliminary 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 Preliminary Plans (as so approved, the “Approved Preliminary Plans”).

Upon the approval by Tenant and Landlord of the Final Space Plan, Tenant shall cause Tenant’s Architect to prepare the working plans and specifications for the improvements Tenant desires to be constructed in the Premises or portion thereof. The working plans and specifications shall show improvements that conform to the Final Space Plan (subject to any deviation from the Final Space Plan that is mutually agreed to by Landlord and Tenant), comply with applicable building codes and other Legal Requirements and shall be in sufficient detail as to enable the selected contractor to obtain all necessary governmental permits for commencement of the improvements and to secure complete bids from qualified contractors to perform the work. Tenant shall deliver the completed working plans and specifications to Landlord for Landlord’s review and Landlord shall provide its reasonable approval or disapproval thereof within five (5) business days after its receipt thereof. Tenant shall cause Tenant’s Architect to revise the working plans and specifications to address any reasonable objections raised by Landlord and shall resubmit the revised working plans and specifications to Landlord within five (5) business days after receipt of Landlord’s objections. This procedure shall be followed until all objections have been resolved and the working plans and specifications approved. In no event shall such approval of the working plans and specifications by Landlord be deemed to constitute a representation by Landlord that the work called for in the working plans and specifications complies with applicable Legal Requirements nor shall such consent release Tenant from Tenant’s obligation to supply working plans and specifications which conform to applicable Legal Requirements. (The working plans and specifications, as approved in writing by Tenant and Landlord, are hereinafter called the “Final Plans” and the improvements to be performed in accordance with the Final Plans are hereinafter called the “Tenant Improvements”). In the event Tenant elects to improve portions of the Premises at different times and elects to prepare separate space plans and final plans for each project (as opposed to preparing a comprehensive space plan and final plans depicting all of the improvements Tenant desires and then phasing construction thereof), then Tenant shall prepare a space plan and final plans for each project in accordance with the provisions of this Paragraph 5.a.