Common use of Approval Process Clause in Contracts

Approval Process. (A) Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereof. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. (Aa) Tenant In the event that Licensee desires to use a Licensed Mark, Licensee shall submit to Licensor a written request for such use in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot perform be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any Alteration other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Alterations NoticeAddendum” and collectively, the “Addenda”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) copies ). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic AlterationEffective Date. (Bb) Landlord shall have Written approval for each use of a Licensed Mark must be obtained for each category from the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting approvers set forth in such the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval Licensee of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereofmodifications. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. (A) Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration, (iv) indicates whether Tenant considers the proposed Alteration to constitute a Minor Alteration and whether Tenant intends to perform the proposed Alteration without Landlord’s consent as contemplated by this Article 7, and (v) includes with such notice a bona fide estimate issued by a reputable and independent construction company of the “hard” construction cost of performing the proposed Alteration (if Tenant considers the proposed Alteration to constitute a Minor Alteration and plans to perform such Alteration without Landlord’s consent). (B) Landlord shall have the right to object to a proposed Alteration requiring Landlord’s consent only by giving written notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections, which notice shall be given to Tenant within twenty (20) days after Tenant’s Alterations Notice. In the event that Landlord does not respond within twenty (20) days, then Tenant may send a second written notice to Landlord which notice shall contain specific reference to this Section, advising that Landlord has not yet responded to Tenant and noting that failure to respond shall be deemed an approval of Tenant’s proposed Alterations. Upon receipt of the second (2nd) written notice, Landlord shall have an additional seven (7) business days to respond to Tenant and in the event that Landlord fails to respond to Tenant within such seven (7) business day time period, the proposed Alterations submitted by Tenant shall be deemed approved by Landlord for the purposes herein. (C) Subject to Section 7.2(B) hereof, Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunderspecifications, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereofinformation. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. Throughout the Candidate Search, whenever the Nominating Committee identifies and vets a candidate whom the Nominating Committee considers a suitable candidate for appointment to the Board (Aeach such candidate identified by the Nominating Committee, a “Nominating Committee Candidate”), the Nominating Committee shall so inform ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall be provided a reasonable opportunity to interview such Nominating Committee Candidate and receive information that has been received by the Nominating Committee with respect to such Nominating Committee Candidate and such other information with respect to such Nominating Committee Candidate as ▇▇▇▇▇▇▇ shall reasonably request. Following ▇▇▇▇▇▇▇’▇ review of such Nominating Committee Candidate, ▇▇▇▇▇▇▇ shall provide written notice to the Company’s General Counsel (the “Primary Contact”) Tenant shall not perform as to whether ▇▇▇▇▇▇▇ approves of such Nominating Committee Candidate as a potential member of the Board (any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (such Nominating Committee Candidate identified by the Nominating Committee and so approved by ▇▇▇▇▇▇▇, an “Alterations NoticeApproved Nominating Committee Candidate”). In addition, as part 1. of the Candidate Search, ▇▇▇▇▇▇▇ may identify to the Primary Contact in writing candidates for appointment to the Board, including providing appropriate background information about such candidates’ experience and abilities to enable the Nominating Committee to screen such candidates and determine if such candidates should be interviewed by the Nominating Committee as possible director candidates (each such candidate identified by ▇▇▇▇▇▇▇, a “▇▇▇▇▇▇▇ Candidate”). The Primary Contact or any member of the Nominating Committee shall inform ▇▇▇▇▇▇▇ with respect to each ▇▇▇▇▇▇▇ Candidate as to the Nominating Committee’s determination on whether it will interview such ▇▇▇▇▇▇▇ Candidate as a possible director candidate, and, for those ▇▇▇▇▇▇▇ Candidates whom the Nominating Committee does interview, following such interview and the conclusion of the Nominating Committee’s vetting process with respect to such ▇▇▇▇▇▇▇ Candidate (which shall be conducted as promptly as practicable), whether the Nominating Committee approves of such ▇▇▇▇▇▇▇ Candidate as a potential member of the Board (any such ▇▇▇▇▇▇▇ Candidate so approved by the Nominating Committee, an “Approved ▇▇▇▇▇▇▇ Candidate”). The first candidate who is either an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate (the first such candidate, the “Agreed-Upon Candidate”) that (i) refers specifically shall, subject to this such candidate’s consent, be appointed to the Board in accordance with Section 7.31.3, (ii) includes six (6) copies at which time the Candidate Search, and all of the plans parties’ rights and specifications for obligations related thereto, shall terminate, except as otherwise provided in Section 1.4. In the proposed Alteration (including, without limitation, layout, architectural, mechanical event that neither an Approved Nominating Committee Candidate nor an Approved ▇▇▇▇▇▇▇ Candidate is identified and structural drawings, appointed to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess Board within the proposed Alteration90-day period after the date hereof, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to then (a) disapprove any plans the parties hereto shall continue to attempt to identify and specifications for a particular Alteration appoint to the Board an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate following the expiration of such 90-day period in part, accordance with the procedures set forth herein and (b) reserve Landlordthe Individual shall be deemed to be the Agreed-Upon Candidate for purposes of this Agreement and shall, subject to such candidate’s approval consent, be appointed to the Board in accordance with Section 1.3, until the first candidate who is either an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate is identified and appointed to the Board in accordance with Section 1.3 (in which case, immediately prior to such appointment, the Individual shall resign from the Board). For purposes of items shown on identifying an Agreed-Upon Candidate, including pursuant to Section 1.4, once ▇▇▇▇▇▇▇ provides the Company with a ▇▇▇▇▇▇▇ Candidate or the Nominating Committee provides ▇▇▇▇▇▇▇ with a Nominating Committee Candidate, each of ▇▇▇▇▇▇▇ and the Company hereby agrees that throughout the period during which this Section 1 remains in effect such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required individual shall continue to provide to Landlord hereunderbe, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to at all times shall remain, a ▇▇▇▇▇▇▇ Candidate or a Nominating Committee Candidate, as the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereofcase may be. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. 2. The Parties shall respectively take all reasonable steps to expeditiously effect this Settlement, and to secure the prompt, complete and final dismissal of the Action against ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ and the discontinuance of the Action as against Affinor, both to be without costs to any Party. 3. As soon as is reasonably practical following the execution of this Settlement Agreement, the Plaintiffs shall apply to the Court for the Settlement Approval Order, and the Settling Defendants shall cooperate in the Plaintiffs’ efforts to obtain the Settlement Approval Order from the Court and any further or other orders required from the Court to implement the Settlement Agreement. 4. Class Counsel may seek court approval of Class Counsel fees, disbursements and honouraria to the representative Plaintiffs either at or subsequent to the Settlement Approval Hearing. The Settling Defendants will take no position on that approval application. Approval by the Court and/or the effect of this Settlement Agreement will not depend on the Court’s approval of Class Counsel’s fees, disbursements or honouraria for the Plaintiffs. 5. If the Settlement Approval Order is not granted, or is inconsistent with the terms of the Settlement Agreement, or is reversed or modified on appeal, then, except for the circumstances described in paragraphs 8 and 9 below, or unless the Parties expressly agree otherwise in writing: (Aa) Tenant this Settlement Agreement and all orders made pursuant to it shall be null and void, shall have no further force and effect with respect to the Parties, and shall not perform be offered in evidence or used in any Alteration litigation for any purpose; and (other than Decorative Alterationsb) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically all orders in existence as of the date on which this Settlement Agreement was executed shall become operative and fully effective, as if proceedings relating to this Section 7.3Settlement had not occurred. In such event, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (includingParties reserve all rights to object to or otherwise challenge all such pre-existing orders, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. (B) Landlord shall have including the right to object make appropriate scheduling requests and seek extensions of any applicable deadlines (and the Parties agree to a proposed Alteration only by giving notice thereof provide their consent to Tenantany such reasonable requests or extensions). 6. As soon as reasonably possible after the Effective Date of Settlement, and setting forth in such notice a statement in reasonable detail within no more than fifteen (15) days thereof, the Plaintiffs shall promptly discontinue the Action as against Affinor. 7. Until the application required by paragraph 3 is filed or as otherwise agreed by the Parties, the Parties shall keep all of the grounds terms of the Settlement Agreement confidential and shall not disclose them without the prior written consent of counsel for Landlord’s objections. (C) Landlord shall have the right to (a) disapprove any plans and specifications Settling Defendants or Class Counsel, as the case may be, except as required for a particular Alteration in partthe purposes of financial reporting, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereof. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer financial records (or any architect or engineer designated by Landlordincluding tax returns and financial statements), is solely for Landlord’s benefitto give effect to the terms of this Settlement Agreement, andor as otherwise required by law. The Parties agree that the Settling Defendants and ▇▇▇▇▇▇▇▇ U Consulting Inc. are entitled to disclose the terms of the Settlement Agreement to the Releasees and to their respective counsel, accordinglyauditors and advisors, Landlord makes no representation and the Parties are entitled to disclose the fact of the Settlement to the Non-Settling Defendants and the Court immediately following execution of this Settlement Agreement. 8. Any news releases or warranty public statements made by the Plaintiffs or Class Counsel about the Settlement shall be in a form agreed to by the Plaintiffs, Settling Defendants and ▇▇▇▇▇▇▇▇ U Consulting Inc. The Parties agree that any such plans news release or specifications comply public statements shall be consistent with the terms of the Settlement Agreement, including that the Settlement has been negotiated and agreed to without any Requirements admissions of findings of liability or are otherwise adequate wrongdoing, and without any admissions or correct.findings as to the truth of any of the matters alleged in the Action, with all such allegations being expressly denied by the Settling Defendants and ▇▇▇▇▇▇▇▇ U Consulting Inc.

Approval Process. (A) Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically Licensee shall create and submit to Licensor, via RoyaltyZone, drawings for each proposed design for the Licensed Product(s) (the “Concept”). Upon Approval of such Concept, Licensee may commence manufacture and shall submit to Licensor one (1) top of production sample (in a given size to be mutually agreed upon by the parties hereto) of the style for each Licensed Product(s) (“Samples”). All Licensed Product elements must be re-submitted for Approval each time a revision is made incorporating any substantive changes or additions. Licensor will use commercially reasonable efforts to provide its Approval or withhold its Approval pursuant to Licensee’s business/production calendar which Licensee shall provide to Licensor from time to time. (ii) Subject to Section 18 of the Summary of Commercial Terms, prior to the broadcast, publication, posting, public distribution and/or use thereof of sample concepts, designs and samples (“Advertising Element”) of any advertisement or other promotional material (each, an “Advertisement”) which is intended to be used in conjunction with the sale or distribution of Licensed Product(s), TP Products and/or Authorized FOH Products, Licensee shall submit the Advertising Element to Licensor for its approval. Once an Advertising Element has been approved, Licensee need not submit variations of that Advertising Element for re-approval when such variations are merely of size or date and the like; provided, however, that any substantive changes to the Advertising Element must be Approved in advance pursuant to this Section 7.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and . (iii) indicates whether Tenant considers Prior to the proposed Alterations manufacture of any Licensed Product(s), Licensee shall submit to constitute Licensor a Basic Alterationprototype of the design of all tags, hangtags, labels, packaging and wrapping for such Licensed Product(s) (hereinafter “Packaging”) for Approval by Licensor. (Biv) Landlord shall have At the right to object to a proposed Alteration only by giving notice thereof to Tenantend of each Contract Year, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord Licensor shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof that Licensee re-submit any or Section 7.3(B) hereof. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlordall Licensed Product(s), is solely Concepts, designs, Production Samples, Advertising Elements and Packaging for LandlordLicensor’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correctre-Approval.

Approval Process. (A) Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed AlterationAlteration (or other format reasonably acceptable to Landlord), and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration, (iv) indicates whether Tenant considers the proposed Alteration to constitute a Minor Alteration and whether Tenant intends to perform the proposed Alteration without Landlord’s consent as contemplated by this Article 7, and (v) includes with such notice a bona fide estimate issued by a reputable and independent construction company of the “hard” construction cost of performing the proposed Alteration (if Tenant considers the proposed Alteration to constitute a Minor Alteration and plans to perform such Alteration without Landlord’s consent). Tenant shall not be required to include with the Alterations Notice the plans and specifications for a proposed Basic Alteration as described in clause (ii) above if: (w) applicable Requirements do not require Tenant to obtain a building permit therefor, (x) such Alteration does not involve any material electrical, mechanical or plumbing work or any material connections to the life-safety systems of the Building, (y) such plans and specifications would not otherwise be prepared in accordance with good construction practice, and (z) Tenant so advises Landlord of compliance with such clauses (w) through (y) in the applicable Alterations Notice; provided, however, that if Tenant does not submit such plans and specifications to Landlord as aforesaid, then Landlord shall have the right to nevertheless require Tenant to submit such plans and specifications (or another reasonable technical description of the proposed Alteration) to the extent that Landlord has a reasonable basis for requiring such plans and specifications (or such other technical description). (B) If (i) Tenant gives Landlord an Alterations Notice, (ii) Tenant, in the Alterations Notice, does not indicate that Tenant plans to perform the applicable Alteration without Landlord’s consent, and (iii) provides in bold and capital letters that “LANDLORD’S FAILURE TO RESPOND TO THIS ALTERATIONS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS [FIVE (5) BUSINESS DAYS FOR RESUBMISSIONS] AFTER THE DATE THAT TENANT GIVES THIS ALTERATIONS NOTICE TO LANDLORD MAY BE DEEMED TO BE LANDLORD’S CONSENT THERETO”, and (iv) Landlord fails to respond within fifteen (15) Business Days [five (5) Business Days for resubmissions] after Tenant gives the Alterations Notice to Landlord, then Tenant, following the expiration of such fifteen (15) Business Day or five (5) Business Day period, as the case may be, shall be entitled to give a second Alterations Notice to Landlord that provides in bold and capital letters that “LANDLORD’S FAILURE TO RESPOND TO THIS SECOND ALTERATIONS NOTICE WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE THAT TENANT GIVES THIS SECOND ALTERATIONS NOTICE TO LANDLORD SHALL BE DEEMED TO BE LANDLORD’S CONSENT THERETO”. If Tenant gives such second Alterations Notice to Landlord as aforesaid and Landlord fails to so respond to the first or second Alterations Notice within five (5) Business Days after Tenant gives the second Alterations Notice to Landlord, then Landlord shall be deemed to have consented to the Alteration(s) described in such Alterations Notice; provided, however, that in no event shall Landlord be deemed to have consented to any Alteration that is otherwise expressly prohibited by the terms of this Lease. (C) Except for Decorative Alterations, Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (CD) Except for Decorative Alterations or Minor Alterations, Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C7.3(D) limits the provisions of Section 7.2 hereof or Section 7.3(B7.3(C) hereof. (DE) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. (A) Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 7.38.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration, (iv) indicates whether Tenant considers the proposed Alteration to constitute a Minor Alteration and whether Tenant intends to perform the proposed Alteration without Landlord’s consent as contemplated by this Article 8, and (v) includes with such notice a bona fide estimate issued by a reputable and independent construction company of the “hard” construction cost of performing the proposed Alteration (if Tenant considers the proposed Alteration to constitute a Minor Alteration and plans to perform such Alteration without Landlord’s consent). (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) In no event shall Landlord’s consent or approval be given or deemed given (whether such consent is express or implied) with respect to any Alteration that is otherwise not in conformity with the terms of this Lease or Requirements (it being understood that the provisions of this Lease or Requirements, as applicable, shall govern and supersede any such item(s)). Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunderspecifications, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereofinformation. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. Throughout the Candidate Search, whenever the Nominating Committee identifies and vets a candidate whom the Nominating Committee considers a suitable candidate for appointment to the Board (Aeach such candidate identified by the Nominating Committee, a “Nominating Committee Candidate”), the Nominating Committee shall so inform ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall be provided a reasonable opportunity to interview such Nominating Committee Candidate and receive information that has been received by the Nominating Committee with respect to such Nominating Committee Candidate and such other information with respect to such Nominating Committee Candidate as ▇▇▇▇▇▇▇ shall reasonably request. Following ▇▇▇▇▇▇▇’▇ review of such Nominating Committee Candidate, ▇▇▇▇▇▇▇ shall provide written notice to the Company’s General Counsel (the “Primary Contact”) Tenant shall not perform as to whether ▇▇▇▇▇▇▇ approves of such Nominating Committee Candidate as a potential member of the Board (any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (such Nominating Committee Candidate identified by the Nominating Committee and so approved by ▇▇▇▇▇▇▇, an “Alterations NoticeApproved Nominating Committee Candidate”). In addition, as part of the Candidate Search, ▇▇▇▇▇▇▇ may identify to the Primary Contact in writing candidates for appointment to the Board, including providing appropriate background information about such candidates’ experience and abilities to enable the Nominating Committee to screen such candidates and determine if such candidates should be interviewed by the Nominating Committee as possible director candidates (each such candidate identified by ▇▇▇▇▇▇▇, a “▇▇▇▇▇▇▇ Candidate”). The Primary Contact or any member of the Nominating Committee shall inform ▇▇▇▇▇▇▇ with respect to each ▇▇▇▇▇▇▇ Candidate as to the Nominating Committee’s determination on whether it will interview such ▇▇▇▇▇▇▇ Candidate as a possible director candidate, and, for those ▇▇▇▇▇▇▇ Candidates whom the Nominating Committee does interview, following such interview and the conclusion of the Nominating Committee’s vetting process with respect to such ▇▇▇▇▇▇▇ Candidate (which shall be conducted as promptly as practicable), whether the Nominating Committee approves of such ▇▇▇▇▇▇▇ Candidate as a potential member of the Board (any such ▇▇▇▇▇▇▇ Candidate so approved by the Nominating Committee, an “Approved ▇▇▇▇▇▇▇ Candidate”). The first candidate who is either an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate (the first such candidate, the “Agreed-Upon Candidate”) that (i) refers specifically shall, subject to this such candidate’s consent, be appointed to the Board in accordance with Section 7.31.3, (ii) includes six (6) copies at which time the Candidate Search, and all of the plans parties’ rights and specifications for obligations related thereto, shall terminate, except as otherwise provided in Section 1.4. In the proposed Alteration (including, without limitation, layout, architectural, mechanical event that neither an Approved Nominating Committee Candidate nor an Approved ▇▇▇▇▇▇▇ Candidate is identified and structural drawings, appointed to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess Board within the proposed Alteration90-day period after the date hereof, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to then (a) disapprove any plans the parties hereto shall continue to attempt to identify and specifications for a particular Alteration appoint to the Board an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate following the expiration of such 90-day period in part, accordance with the procedures set forth herein and (b) reserve Landlordthe Individual shall be deemed to be the Agreed-Upon Candidate for purposes of this Agreement and shall, subject to such candidate’s approval consent, be appointed to the Board in accordance with Section 1.3, until the first candidate who is either an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate is identified and appointed to the Board in accordance with Section 1.3 (in which case, immediately prior to such appointment, the Individual shall resign from the Board). For purposes of items shown on identifying an Agreed-Upon Candidate, including pursuant to Section 1.4, once ▇▇▇▇▇▇▇ provides the Company with a ▇▇▇▇▇▇▇ Candidate or the Nominating Committee provides ▇▇▇▇▇▇▇ with a Nominating Committee Candidate, each of ▇▇▇▇▇▇▇ and the Company hereby agrees that throughout the period during which this Section 1 remains in effect such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required individual shall continue to provide to Landlord hereunderbe, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to at all times shall remain, a ▇▇▇▇▇▇▇ Candidate or a Nominating Committee Candidate, as the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereofcase may be. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. (A) Tenant Landlord shall not perform respond to any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically written request for approval of any plans or specifications pursuant to this Section 7.3Article 46 within ten (10) Business Days after Landlord’s receipt of fully complete, signed and sealed plans and specifications, provided Tenant's submission complies in all material respects with the requirements of this Lease. If Landlord does not respond to Tenant’s request for approval within the aforesaid ten (ii10) includes six Business Day period, then Tenant may provide Landlord with an additional notice stating at the top in capitalized, bold, 14 point font, "FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (65) copies BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE ITEMS SET FORTH HEREIN", and if Landlord does not approve or disapprove such plans and specifications within five (5) Business Days of Landlord’s receipt of such additional notice, such plans and specifications shall be deemed to be approved. If Landlord timely disapproves of all or any portion of the plans and specifications and/or requires additional information, Landlord shall specify the reasons for such rejection and/or the proposed Alteration (includingadditional information requested, without limitation, layout, architectural, mechanical and structural drawings, to the extent as applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to (a) disapprove any resubmit revised plans and specifications for a particular Alteration and/or provide the requested information within three (3) Business Days thereafter whereupon Landlord shall respond within three (3) Business Days following Tenant’s resubmission of such additional information and/or revised plans, as applicable. If Landlord does not respond to any such resubmitted plans and/or additional information within said three (3) Business Day period, then Tenant may provide Landlord with an additional notice stating at the top in partcapitalized, bold, 14 point font, "FAILURE TO RESPOND TO THIS NOTICE WITHIN THREE (b3) reserve Landlord’s approval of items shown on BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE ITEMS SET FORTH HEREIN", and if Landlord does not respond to such plans and specifications pending within three (3) Business Days of Landlord’s review receipt of other such additional notice, such revised plans shall be deemed to be approved. The failure of Tenant to provide Landlord with revised plans and specifications that and/or any additional information within the time periods set forth above shall constitute a Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such Delay for each day thereafter until the applicable plans and specifications upon Tenant’s making revisions and/or additional information are delivered to Landlord by Tenant in accordance with the terms of this Lease. Such process shall be repeated until the applicable plans and specifications have been approved (or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(Cdeemed approved) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereof. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. (Ai) Tenant Sublessee shall not perform any Specialty Alteration (other than Decorative Alterations) unless Tenant Sublessee first gives to Landlord Sublessor a notice thereof (an “a "Specialty Alterations Notice”") that (iA) refers specifically to this Section 7.37(c), (iiB) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format ,pdf and Revit formats that contain sufficient detail for Landlord Sublessor and Landlord’s Sublessor's consultants to reasonably assess the proposed AlterationSpecialty Alteration (such plans and specifications prepared in connection with the Initial Alterations being referred to herein as the "Initial Alterations Plans"), and (iiiC) indicates whether Tenant considers includes a Removal/Restoration Costs Estimate for the proposed Alterations Specialty Alterations. The requirements of this Section 7(c)(i) shall not apply to constitute a Basic AlterationCore Drilling. (Bii) Landlord Sublessor shall have the right to object to a proposed Specialty Alteration only by giving notice thereof to TenantSublessee, and setting forth in such notice a statement in reasonable detail of the grounds for LandlordSublessor's objections. Sublessor acknowledges and agrees that Sublessee may contemporaneously make request for consent or approval of Specialty Alterations directly to both Landlord and Sublessor, with Sublessor’s objectionsreview period for Specialty Alterations as provided herein, and the review period of Landlord as provided in the Lease, being contemporaneous and not consecutive (but in no event shall Sublessor’s review period be deemed lengthened as a result thereof, such period being solely as set forth herein). (iii) If (A) Sublessee gives Sublessor a Specialty Alterations Notice, and (B) Sublessor fails to respond to the Specialty Alterations Notice within ten (10) business days after Sublessee gives the Specialty Alterations Notice to Sublessor, then Sublessee shall resubmit the Specialty Alterations Notice to Sublessor, and if such resubmitted Specialty Alterations Notice includes a notice that states in bold, capital letters as follows: "SUBLESSOR’S FAILURE TO RESPOND TO THIS RESUBMITTED SPECIALTY ALTERATIONS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN SUBLESSOR BEING DEEMED TO HAVE CONSENTED TO THE SPECIALTY ALTERATION(S) DESCRIBED HEREIN", and (C) Landlord Sublessor then fails to respond to the resubmitted Specialty Alterations Notice within five (5) business days after Sublessee gives the resubmitted Specialty Alterations Notice to Sublessor, then Sublessor shall be deemed to have consented to such Specialty Alteration; provided, however, if Sublessor shall be deemed to have consented to any Specialty Alteration that would result in the total Removal/Restoration Costs of all Specialty Alterations to exceed the Removal/Restoration Costs Threshold, then Sublessee shall be deemed to have elected to provide, and shall provide, a Restoration Costs Letter of Credit in the amount by which the total Removal/Restoration Costs of all Specialty Alterations exceeds the Removal/Restoration Costs Threshold by reason of the proposed Specialty Alteration. (iv) Sublessor shall have the right within ten (10) business days after receiving any Specialty Alterations Notice to notify Sublessee in writing that Sublessor (a) disapprove disapproves any plans and specifications for a particular Specialty Alteration in partpart (and setting forth in reasonable detail the grounds for Sublessor's objections), (b) reserve Landlord’s reserves Sublessor's approval of items shown on such plans and specifications pending Landlord’s Sublessor's review of other plans and specifications that Tenant Sublessee is otherwise required to provide to Landlord Sublessor hereunder, and (c) condition Landlord’s conditions Sublessor's approval of such plans and specifications upon Tenant’s Sublessee's making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration)information. Nothing contained in this Section 7.3(C) 7(c)(iv), limits the provisions of Section 7.2 hereof or Section 7.3(B7(c)(i) hereof. (Dv) Tenant Sublessee acknowledges that (i) the review of plans or specifications for an any Specialty Alteration by or on behalf of LandlordSublessor, or (ii) the preparation of plans or specifications for an any Specialty Alteration by Landlord’s Sublessor's architect or engineer (or any architect or engineer designated by LandlordSublessor), is solely for Landlord’s Sublessor's benefit, and, accordingly, Landlord Sublessor makes no representation or warranty that such plans or specifications comply with any Requirements “Requirements” (as defined in the Lease) or are otherwise adequate or correct. (vi) Sublessee may make changes to the Initial Alterations Plans or any other plans relating to Alterations, without Sublessor’s consent, except if and only in respect of such changes as would affect or be deemed to be a Specialty Alteration (each such change which affects or is a Specialty Alterations, being a "Plan Change"), in which case the provisions of this Section 7(c) would apply to Sublessor's approval of such Plan Change, including, without limitation, the provisions regarding Restoration Costs Letter(s) of Credit. If (x) Sublessor conditions Sublessor's approval of such Plan Changes upon Sublessee's making revisions to the plans and specifications or supplying additional information, (y) Sublessee delivers such revisions or additional information to Sublessor and (y) Sublessor fails to respond to Sublessee's delivery of such revisions or additional information within five (5) business days after the date that Sublessee delivers such revisions or additional information, then Sublessor shall be deemed to have approved the Plan Change if Sublessee has followed the procedures and requirements of Section 7(c)(iii) hereof, and provided, however, if Sublessor shall be deemed to have consented to any Plan Change that would result in the total Removal/Restoration Costs of all Specialty Alterations to exceed the Removal/Restoration Costs Threshold, then Sublessee shall be deemed to have elected to provide, and shall provide, a Restoration Costs Letter of Credit in the amount by which the total Removal/Restoration Costs of all Specialty Alterations exceeds the Removal/Restoration Costs Threshold by reason of the proposed Plan Change.

Approval Process. Landlord shall notify Tenant whether it approves of the submitted Preliminary CDs within (A10) ten business days after Tenant’s submission thereof. If Landlord disapproves of such Preliminary CDs, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within five (5) business days after such notice, revise such Preliminary CDs in accordance with Landlord’s objections and submit the revised Preliminary CDs to Landlord for review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted Preliminary CDs within five (5) business days after its receipt thereof. This process shall be repeated until the Preliminary CDs have been finally approved by Landlord. If Landlord fails to notify Tenant that it disapproves of the initial or any resubmitted Preliminary CDs within ten (10) business days after the receipt thereof, then Landlord shall be deemed to have approved the subject Preliminary CDs in question. Landlord’s approval of the Preliminary CDs shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) be unreasonably withheld or conditioned, provided that (i) refers specifically to this Section 7.3they comply with all Applicable Laws, (ii) includes six the improvements depicted thereon do not adversely affect (6in the reasonable discretion of Landlord) copies the Building’s Structure or the Building’s Systems, the exterior appearance of the plans Building, or the appearance of the Building’s Common Areas, (iii) they are sufficiently detailed to allow construction of the TI Work in a good and specifications workmanlike manner and in compliance with all Applicable Laws, and (iv) the improvements depicted thereon conform to the rules and regulations promulgated from time to time by Landlord for the proposed Alteration construction of tenant improvements in the Building. Landlord’s approval of the Preliminary CDs shall not be a representation or warranty of Landlord that such are adequate for any use or comply with any Applicable Laws, but shall merely be the consent of Landlord thereto. In the event that the Final CDs are not finally determined within fifty (50) days after the Date of the Lease (the “Plans Approval Date”) as a result of delays caused by Tenant or its contractors, each day from and after the Plans Approval Date until the Preliminary CDs are finally approved by Landlord shall be considered a day of “Tenant Delay” to the extent that any continued delay is caused by Tenant or its contractors. As used herein, (i) “Final CDs “ shall mean the Preliminary CDs as finally approved by Landlord, as amended from time to time by any approved changes thereto, (ii) “TI Work” shall mean, collectively, all improvements and alterations to be installed in or made to the Premises or the Building pursuant to the Final CDs, (iii) “Building Systems” means all mechanical, electrical and life savings systems of the Project including, without limitation, layoutits HVAC systems, architecturalsecurity systems, mechanical plumbing systems, elevator systems, fire safety and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereof. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.prevention

Approval Process. (A) Subject to the terms of this Section 7.3(A), Tenant shall not perform any Alteration (other than except for Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “"Alterations Notice”") that (i) refers specifically to this Section 7.3, includes four (ii) includes six (64) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s 's consultants to reasonably assess the proposed Alteration, (ii) indicates whether Tenant requests Landlord's consent or approval of the proposed Alteration in accordance with the terms of this Lease and (iii) indicates whether includes with such notice a bona fide estimate issued by a reputable and independent construction company of the "hard" construction cost of performing the proposed Alteration (if Tenant considers the proposed Alterations Alteration to constitute a Basic Minor Alteration and plans to perform such Alteration without Landlord's consent). Tenant shall not be required to include with the Alterations Notice the plans and specifications for a proposed Alteration as described in clause (i) above if (w) applicable Requirements do not require Tenant to obtain a building permit therefor, (x) such Alteration does not involve any material electrical or plumbing work or any material connections to the life-safety systems of the Building, (y) such plans and specifications would not otherwise be prepared in accordance with good construction practice, and (z) Tenant so advises Landlord in the applicable Alterations Notice; provided, however, that if Tenant does not submit such plans and specifications to Landlord as aforesaid, then Landlord shall have the right to nevertheless require Tenant to submit such plans and specifications (or another reasonable technical description of the proposed Alteration) to the extent that Landlord has a reasonable basis for requiring such plans and specifications (or such other technical description) (any such Alteration for which Tenant is not required to provide such plans and specifications being referred to herein as a "Simple Alteration"). (B) Except for Decorative Alterations (subject to Section 7.2(C) hereof), Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s 's objections. (C) Except for Decorative Alterations or Simple Alterations, Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s 's approval of items shown on such plans and specifications pending Landlord’s 's review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s 's approval of such plans and specifications upon Tenant’s 's making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereof. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s 's architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s 's benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct. (E) If Tenant gives Landlord an Alterations Notice with respect to Alterations for which Landlord's approval is required hereunder and Landlord fails to respond within fifteen (15) Business Days (or five (5) Business Days for resubmissions of an Alterations Notice given in response to revisions made in accordance with clause (c) of Section 7.3(C) hereof), then Tenant (not sooner than fifteen (15) Business Days) after giving the first Alterations Notice (or five (5) Business Days for resubmissions of an Alterations Notice given in response to revisions made in accordance with clause (c) of Section 7.3(C) hereof) shall be entitled to give a second Alterations Notice that provides in bold and capital letters that "LANDLORD'S FAILURE TO RESPOND TO THIS SECOND ALTERATIONS NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER THE DATE THAT TENANT GIVES THIS SECOND ALTERATIONS NOTICE SHALL BE DEEMED TO BE LANDLORD'S CONSENT THERETO" and if Landlord shall fail to so respond within such three (3) Business Day period, then Landlord shall be deemed to have consented to the Alterations described in such Alterations Notice, provided, however, that in no event shall Landlord be deemed to have consented to any Alteration that is otherwise expressly prohibited by the terms of this Lease.

Approval Process. (Aa) Tenant Licensee, at its expense, shall submit to Licensor all materials, including packaging (including user guides and other in-box materials), labeling, point of sale materials, public relations materials, trade show materials and displays, sales materials and advertising and promotional materials, bearing the Licensed Marks (“Materials”), and if such items are in a foreign language, translations of such items along with certification that such translations are accurate, for Licensor’s advance written approval, such approval not perform to be unreasonably withheld or delayed, prior to use, sale or distribution; provided that any Alteration Materials in use by Licensee as of the Effective Date shall be deemed approved by Licensor. If Licensor fails to approve or disapprove a submission through Licensor’s standard review procedures generally applicable to licensees within ten (other than Decorative Alterations10) unless Tenant first gives days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to Landlord a notice thereof have disapproved of such submission and Licensee shall have no right to use the Licensed ▇▇▇▇ in connection therewith; provided that if Licensee then resubmits such submission and materials, then if Licensor fails to approve or disapprove such submission through Licensor’s standard review procedures generally applicable to licensees within five (an “Alterations Notice”5) that days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to have approved of such submission. (b) Notwithstanding the generality of the foregoing, the following rules shall apply to the review and approval process: (i) refers specifically Licensor reserves the right to this Section 7.3withdraw approval for an item if it departs from the approved sample, or if any quality, liability or safety issues with respect to an item are subsequently identified. (ii) includes six (6) copies In the event of any modification or change in use or quality of any Materials submitted for approval, or the use of the plans and specifications Licensed Marks on such Materials or on the Licensed Products, whether during the approval process or after final approval has been granted, Licensee shall re-submit such Materials for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and approval. (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic AlterationLicensee shall disclose all sources for any artwork not supplied by Licensor. (Biv) Landlord Licensee shall not use the Licensed Marks, artwork and/or designs or any component thereof in any business sign, business card, stationery or form or as part of the name of Licensee’s business or any division thereof, unless Licensor has previously approved such use. If Licensor fails to approve or disapprove a submission through Licensor’s standard review procedures generally applicable to licensees within ten (10) days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to have disapproved of such submission and Licensee shall have the no right to object use the Licensed ▇▇▇▇ in connection therewith; provided that if Licensee then resubmits such submission and materials, then if Licensor fails to a proposed Alteration only by giving notice thereof approve or disapprove such submission through Licensor’s standard review procedures generally applicable to Tenantlicensees within five (5) days after Licensor’s receipt of those materials necessary for its review, and setting forth in Licensor shall be deemed to have approved of such notice a statement in reasonable detail of the grounds for Landlord’s objectionssubmission. (Cv) Landlord All press releases and/or public announcements by Licensee concerning the subject matter of this Agreement shall have be subject to prior written approval by Licensor, both as to the right to (a) disapprove content and timing of any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and release or announcement. (c) condition LandlordLicensee shall not use or display the Licensed Marks in any way without Licensor’s prior approval of such plans and specifications upon Tenant’s making revisions pursuant to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereofArticle IV. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. (A) Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives In the event that COREL wishes to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) distribute copies of the plans and specifications for Integrated COREL Product through the OEM sales channel on terms other than those set out in this Agreement, COREL shall submit to DRAGON a term sheet substantially in the form set out in Schedule "D" hereto ("Approval Form"). Such Approval Form shall specify, among other things, the identity of the OEM through which COREL proposes to distribute the Integrated COREL Product, the estimated monthly volume of units of the Integrated COREL Product to be distributed by the OEM, the proposed Alteration royalty to be paid by COREL to DRAGON in connection with the proposed distribution and any other terms which are not otherwise contained in the License Agreement. Upon receipt of a completed Approval Form from COREL, DRAGON shall have five (including5) business days in which to either accept or reject proposed terms contained therein. Such acceptance or rejection must be communicated to COREL in writing by having an authorized representative of DRAGON check the appropriate "Accepted" or "Rejected" box on the Approval Form, without limitation, layout, architectural, mechanical sign where indicated and structural drawings, return by means of fax to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants COREL contact person indicated on the Approval Form. If DRAGON falls to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail communicate its acceptance or rejection of the grounds for Landlord’s objections. terms contained on a -27- 28 particular Approval Form within the five (C5) Landlord business day period, DRAGON shall be deemed to have rejected such terms. Any terms that have been accepted by DRAGON in accordance with the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval process from part of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions the Agreement but shall apply only with respect to the plans specific OEM set out in the Approval Form. In the event of a conflict between the terms of this Agreement and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing terms contained in this Section 7.3(C) limits an Approval Form accepted by DRAGON, the provisions of Section 7.2 hereof or Section 7.3(B) hereofterms contained in the Approval Form shall prevail. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct."

Approval Process. Except where explicitly stated otherwise in this Agreement, for any action that requires Licensor’s approval, Licensee shall submit its proposal to Licensor. Licensor shall have five (A5) Tenant business days following receipt of the proposal to approve or reject such proposal in writing, such approval not to be unreasonably withheld, conditioned or delayed, provided, however, that in the event Licensor fails to respond within such five (5) business day period, such proposal will be deemed approved. Licensee shall not perform be required to receive Licensor’s approval for the following: (a) approval of the initial look and feel for the relaunch of any Alteration of the Managed Assets (including without limitation the placement and prominence of editorial Content and promotion of Playboy-branded properties); (b) initial approval of any new product or service using Licensor’s Trademarks or to be launched, including approval of both the product concept and the look and feel; (c) creation or acquisition of an account on a Social Media Platform, subject to section 5.10; (d) any modifications, registrations, creation of new or combinations of Licensor Trademarks; and (e) press releases or other than Decorative Alterations) unless Tenant first gives publicity subject to Landlord a notice thereof (an “Alterations Notice”) Section 15.7; provided that (i) refers specifically to this Section 7.3once the materials in (a) or (b) above or any new product or relaunch of any of the Managed Assets (the “Materials”) above are approved, any non-materials modifications and/or adjustments will not require further approval from Licensor, (ii) includes six (6) copies of Licensee is not required to seek approval on any changes to the plans and specifications Materials, if such changes are for the proposed Alteration (including, without limitation, layout, architectural, mechanical purpose of compliance with requirements under applicable Law and structural drawings, to rules; provided that Licensee provides information on such requirements and the extent applicable) resulting changes in CADD format that contain sufficient detail the Materials for Landlord and LandlordLicensor’s consultants to reasonably assess the proposed Alterationrecords, and (iii) indicates whether Tenant considers in the proposed Alterations case where Licensor disapproves any matter, Licensor shall provide the reasons for disapproval (including how to constitute rectify, if applicable) and if there are any changes made as requested by Licensor, Licensor shall consider the new submission and provide a Basic Alterationresponse within five (5) business days of Licensor’s receipt thereof, provided, however, that in the event Licensor fails to respond within such five (5) business day period, such proposal will be deemed approved. (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereof. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.