Common use of Preparation of Plans and Specifications Clause in Contracts

Preparation of Plans and Specifications. 2.1 Tenant shall cause the plans and specifications for the Tenant Alterations (the “Plans and Specifications”) to be prepared by an architect selected by Tenant and approved by Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected by Tenant), and shall submit the same to Landlord. Landlord shall approve or disapprove the Plans and Specifications by providing written notice to Tenant, specifying any changes or modifications Landlord desires in the Plans and Specifications. Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant within ten (10) business days after Landlord’s receipt of the Final Working Drawings for the Tenant Alterations if the same are approved, or, if the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. If Tenant is so advised, Tenant shall draft Plans and Specifications in accordance with such review and any disapproval of Landlord in connection therewith, and Landlord shall approve or disapprove the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit B, within five (5) business days after Landlord receives such resubmitted Plans and Specifications. The scope of Landlord’s review of the revised Plans and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant have mutually agreed on the Plans and Specifications. The final Plans and Specifications shall, to the extent required by the applicable provisions of the Lease, as amended, incorporate any and all work required by governmental authorities as a condition to approval of a building permit, including, without limitation, any improvements, whether required to the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications of any Tenant Alterations. Tenant may, at its election and concurrently with its submission to Landlord of Plans and Specifications for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the Lease. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in the construction of all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standards.

Preparation of Plans and Specifications. 2.1 (a) On or before thirty (30) days from the execution hereof, Tenant shall cause the plans and specifications construction drawings for the Tenant Alterations TI Work ("Construction Drawings") consistent with the “Plans and Specifications”) Space Plan to be prepared by completed. Tenant agrees that it shall engage BER, Inc. as its MEP engineer for the TI Work. (b) Within ten (10) business days after receipt of any Construction Drawings, Landlord shall return such Construction Drawings to Tenant with its objections, suggested modifications and/or approval (which suggested objections and suggested modifications are herein referred as "Landlord Modifications"). Unless Tenant has an architect selected objection to any Landlord Modifications, said Construction Drawings shall thereafter be revised by Tenant and approved by to reflect the applicable changes. If, upon receipt of any Landlord Modifications, Tenant wishes to take exception thereto, Tenant may do so within five (5) business days after Tenant's receipt of such Landlord Modifications. In such event, Tenant shall deliver revised Construction Drawings to Landlord prior to the “Architect”expiration of such five (5) (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected by Tenant)Business Day period reflecting all matters with which Tenant was in agreement, and shall submit the same to Landlordidentifying all matters with which Tenant was not in agreement with reasonable specificity. Landlord shall approve grant its approval or disapprove the Plans and Specifications by providing written notice to Tenantdisapproval thereto, specifying and/or state any changes further objections or modifications Landlord desires in the Plans and Specifications. Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; providedproposed modifications, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant within ten (10) business days after Landlord’s receipt thereof. After the first submission and resubmission, Landlord and Tenant agree (i) to restrict further objections or disputes to matters which have not previously been agreed upon or accepted by the other party, (ii) to deliver revised submissions or objections within a ten (10) Business Day period, and (iii) to confer regularly in a good faith effort to resolve all matters in dispute expeditiously. The parties shall, in all events, attempt to reach final agreement on the Construction Drawings as soon as possible. Each party agrees that its failure to respond to a submission or resubmission within the above-referenced time frames shall constitute such party's acceptance of the Final Working Drawings for the Tenant Alterations if the same are approvedsubmission or resubmission in question, or, if to the Final Working Drawings are not reasonably satisfactory or are incomplete in any respectextent applicable, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and delay caused by the reason(sdelinquent party. (c) therefor. If Tenant is so advised, Tenant shall draft Plans and Specifications in accordance with such review and any disapproval of Landlord in connection therewith, and Landlord shall approve or disapprove the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit B, within Within five (5) business days after Landlord receives such resubmitted Plans Construction Document Approval and Specifications. The scope of after consultation with Landlord’s review of the revised Plans , Tenant shall submit an application for, and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant have mutually agreed on the Plans and Specifications. The final Plans and Specifications shalldiligently pursue, to the extent required by the applicable provisions of the Lease, as amended, incorporate any and all work required by governmental authorities as a condition to approval issuance of a building permit, including, without limitation, permit (and any improvements, whether required to other approvals required) for the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications of any Tenant AlterationsTI Work. Tenant mayshall provide Landlord with copies of all written comments, at its election responses, approvals, disapprovals and/or other correspondence received from all applicable governmental authorities in connection with such application, and concurrently with its submission shall otherwise keep Landlord informed regarding the processing of Tenant's building permit application. In the event Tenant is unable to obtain the building permit within thirty (30) days after application therefor, Tenant shall authorize Landlord of Plans and Specifications for approval, tender a request to Landlord in accordance with diligently pursue the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 issuance of the Lease. 2.2 Unless otherwise specifically called out on the Plans building permit at Tenant's sole and Specificationsreasonable cost and expense, Contractor (defined below) which Landlord shall use Building Standard materials in the construction of all diligent efforts to obtain within ninety (90) days after such Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standardsauthorization.

Preparation of Plans and Specifications. 2.1 Landlord and Tenant shall cause on a preliminary space plan for the plans construction of initial leasehold improvements to the Premises (the "Space Plan"), a copy of which is attached as Schedule C-1 hereto and made a part hereof. (The Space Plan includes related specifications for interior tenant finishes, to the Tenant Alterations (the “Plans and Specifications”extent same deviate from Building standard.) With respect to be prepared by an architect selected by Tenant and approved by Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected by Tenant)initial leasehold improvements, and shall submit the same to Landlord. Landlord shall approve or disapprove the Plans and Specifications by providing written notice to Tenant, specifying any changes or modifications Landlord desires in the Plans and Specifications. Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant within ten (10) business days after the execution of this Lease, Tenant shall submit to Landlord all information (the "Plans Information") needed in order for Landlord’s 's architects, engineers and/or other construction personnel ("Landlord's Architect") to prepare architectural plans, construction drawings and finishes for the Premises, consistent with the Space Plan. Landlord shall provide all Building systems information necessary for Landlord's Architect to prepare mechanical, electrical and plumbing ("MEP") drawings. Within thirty (30) days of receipt of all information required from Tenant, Landlord's Architect shall prepare the Final Working Drawings architectural plans, construction drawings and finishes, and the MEP's, for the Tenant Alterations if Premises, as required for the same are approved, or, if permitting and construction of the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event Premises ("Plans and Specifications"). Landlord shall include in its notice of disapproval a reasonably detailed explanation as deliver the completed Plans and Specifications to which items are not satisfactory or complete and the reason(s) thereforTenant promptly after completion. If Tenant is so advisedfails to provide all necessary Plans Information, Landlord or Landlord's Architect shall notify Tenant of any such missing information, and Tenant shall draft Plans and Specifications in accordance with such review and any disapproval of deliver same to Landlord in connection therewith, and Landlord shall approve or disapprove the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit B, within five (5) business days after Landlord receives such resubmitted Plans and Specificationsnotification. The scope Any period of Landlord’s review of the revised Plans and Specifications will be limited delay caused by Tenant's failure to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant have mutually agreed on provide all the Plans Information when required above shall toll the aforementioned thirty (30) day period until Tenant delivers such information, and Specifications. The final Plans and Specifications shallshall constitute a "Tenant Delay" (as defined in paragraph 9 of this Exhibit C, to the extent required by the applicable provisions of the Lease, as amended, incorporate any and all work required by governmental authorities as a condition to approval of a building permit, including, without limitation, any improvements, whether required to the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications of any Tenant Alterations. Tenant may, at its election and concurrently with its submission to Landlord of Plans and Specifications for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the Lease. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in the construction of all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standardshereunder.

Preparation of Plans and Specifications. 2.1 On or before August 31, 1996, Tenant shall submit a preliminary space plan for the construction of tenant improvements to the Premises (to be prepared at Tenant's expense) to Landlord for Landlord's approval, which shall not be unreasonably withheld, conditioned or delayed (and which Landlord will, in all events, either approve or comment upon within three (3) days after receipt). Immediately thereafter, Tenant shall cause the plans its architect and specifications engineer to prepare architectural plans, construction drawings and mechanical, electrical and plumbing ("MEP") drawings for the Tenant Alterations (the “Plans and Specifications”) to be prepared by an architect selected by Tenant and approved by Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected by Premises, at Tenant), and shall submit the same to Landlord's sole expense. Landlord shall approve or disapprove coordinate with Tenant's architect during such period to provide any building engineering information necessary for Tenant's Architect to prepare mechanical, electrical and plumbing ("MEP") drawings. Said plans, drawings and MEPs shall be submitted to Landlord in form sufficient for the Plans permitting and construction of the Premises, and are hereinafter referred to as the "Drawings and Specifications". Tenant shall deliver the completed Drawings and Specifications by providing written notice to Landlord promptly after completion, and in all events prior to November 1, 1996. In the event Landlord fails to provide Tenant, specifying 's architect with any changes or modifications Landlord desires in information necessary for Tenant's architect to complete the Plans Drawings and Specifications. , Tenant or Tenant's Architect shall notify Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; provided, however, that in the event of any such conversion is required by law or otherwisemissing information, Tenant, not and Landlord shall be liable for the cost and performance thereof (subject obligated to application of the Allowanceprovide any such information which is reasonably requested by Tenant at Landlord's expense, as defined below)expeditiously as possible. In connection with such requirement, (i) Tenant's architect shall be obligated to inform Landlord promptly of any information which it reasonably requires which has not already been made available to it by Landlord, and (ii) Landlord shall advise Tenant within ten (10) business days after Landlord’s receipt of have the Final Working Drawings for right to provide such information with the Tenant Alterations if caveat that the same are approved, or, if must be verified in the Final Working field prior to the preparation of Drawings are not reasonably satisfactory or are incomplete in any respect, disapprovedand Specifications integrating the items reflected by such information within Tenant's Work, in which event Landlord shall include in will promptly cause its notice of disapproval a reasonably detailed explanation as architect to which items are not satisfactory or complete conduct such field verification, and Tenant's architect may rely on the reason(s) therefor. If Tenant is so advised, Tenant shall draft Plans and Specifications in accordance information supplied with such review and any disapproval of Landlord in connection therewith, and Landlord shall approve or disapprove the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit B, within five (5) business days after Landlord receives caveat prior to such resubmitted Plans and Specificationsfield verification at its sole risk. The scope of Landlord’s review of the revised Plans and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant have mutually agreed on the Plans and Specifications. The final Plans and Specifications shallFurther, to the extent required by the applicable provisions of the Lease, as amended, incorporate Tenant suffers any and all work required by governmental authorities as a condition to approval of a building permit, including, without limitation, any improvements, whether required delays to the Original PremisesCritical Path due to its inability to obtain such information despite its due diligence, or due to inaccuracies within such information, and provided the Expansion Space or any Common Areasforegoing notification provision has been complied with, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications of any Tenant Alterations. Tenant may, at its election and concurrently with its submission to such delay shall constitute a Landlord of Plans and Specifications Delay for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the Leaseall purposes hereof. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in the construction of all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standards.

Preparation of Plans and Specifications. 2.1 Tenant Within 20 Business Days after the applicable Governmental Authorities have approved the Site Plan, the Century Boulevard CPAP, the SWM/BMP CPAP Facility, if applicable, and the Lot Creation Document, Purchaser shall cause prepare plans, specifications and working drawings (collectively, the plans and specifications “Building Plans”) for the Tenant Alterations (the “Phase 1 Building. The Building Plans and Specifications”) to shall be prepared by an architect selected by Tenant and approved by Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is or another firm of architects selected by TenantPurchaser and approved by Seller. The Building Plans are sometimes referred to in this Agreement as the “Construction Plans.” The Construction Plans shall be prepared in conformity with the Approved Concept Development Plan and the approved Site Plan, shall comply with all applicable Legal Requirements and shall be in sufficient detail to qualify for submission to the applicable Governmental Authorities for a building permit. Purchaser shall deliver a copy of its proposed Construction Plans to Seller within 20 Business Days after the date on which the Site Plan is approved by the applicable Governmental Authorities so that Seller may determine whether the Construction Plans conform to the Approved Concept Development Plan. Seller shall not unreasonably withhold, delay or condition its approval of the Purchaser’s proposed Construction Plans, provided they are prepared in conformity with the Approved Concept Development Plan and otherwise comply with the requirements of this Section 8(f). If Seller determines that the proposed Construction Plans do not conform to the Approved Concept Development Plan or the other requirements of this Section 8(f), Seller shall so notify Purchaser, specifying in what respects the proposed Construction Plans do not so conform, and Purchaser shall revise the Construction Plans to so conform it and shall submit resubmit the same revised Constructions Plans to LandlordSeller for review for that purpose. Landlord Purchaser and Seller shall approve or disapprove act in good faith with diligence and continuity in preparing, reviewing and, if necessary, revising the Construction Plans. The initial review by Seller of the proposed Construction Plans and Specifications by providing written notice to Tenant, specifying any changes or modifications Landlord desires in the Plans and Specifications. Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant completed within ten (10) business days 10 Business Days after Landlord’s receipt of the Final Working Drawings for the Tenant Alterations if the same they are approved, or, if the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. If Tenant is so advised, Tenant shall draft Plans and Specifications in accordance with such review submitted by Purchaser and any disapproval subsequent review by Seller of Landlord in connection therewith, and Landlord shall approve or disapprove the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit B, within five (5) business days after Landlord receives such resubmitted Plans and Specifications. The scope of Landlord’s review of the revised Plans and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences any revisions thereto shall be repeated until Landlord completed within 10 Business Days after Purchaser’s submission of such revision. In case of resubmissions or revisions, Seller may not disapprove any matter previously submitted and Tenant have mutually agreed on the Plans and Specifications. The final Plans and Specifications shallapproved by Seller, except to the extent required by the applicable provisions that such resubmission or revision affects any matter previously approved or deemed approved. If Seller does not notify Purchaser of the Leaseits determination within 10-Business Day period, as amendedthe case may be, incorporate Seller shall be deemed to have determined that the proposed Construction Plans or any and all work required by governmental authorities as a condition to approval of a building permit, including, without limitation, any improvements, whether required revision thereof conform to the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications of any Tenant Alterations. Tenant may, at its election and concurrently with its submission to Landlord of Plans and Specifications for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the LeaseApproved Concept Development Plan. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in the construction of all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standards.

Preparation of Plans and Specifications. 2.1 (a) Within the twenty-four (24) month period immediately following the Commencement Date, Tenant shall cause the plans and specifications construction drawings for the Tenant Alterations Work (the “Plans and SpecificationsConstruction Drawings”) to be prepared by completed and submitted to Landlord for review and approval. (b) Within ten (10) Business Days after receipt of any Construction Drawings, Landlord shall return such Construction Drawings to Tenant with its objections, suggested modifications and/or approval (which suggested objections and suggested modifications are herein referred to as “Landlord Modifications”). Unless Tenant has an architect selected objection to any Landlord Modifications, said Construction Drawings shall thereafter be revised by Tenant and approved by to reflect the applicable changes. If, upon receipt of any Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected by Tenant)Modifications, and shall submit the same Tenant wishes to Landlord. Landlord shall approve or disapprove the Plans and Specifications by providing written notice to Tenanttake exception thereto, specifying any changes or modifications Landlord desires in the Plans and Specifications. Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant may do so within ten (10) business days Business Days after LandlordTenant’s receipt of the Final Working Drawings for the Tenant Alterations if the same are approved, or, if the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event such Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) thereforModifications. If Tenant is so advisedIn such event, Tenant shall draft Plans confer with Landlord prior to the expiration of such ten (10) Business Day period to resolve all matters with which Tenant was not in agreement. Landlord and Specifications Tenant, in accordance with good faith, agree to resolve outstanding issues within such review and any disapproval of Landlord in connection therewithten (10) Business Days, and Landlord shall approve or disapprove Tenant thereafter will as soon as reasonably practicable revise the resubmitted Plans Construction Drawings to reflect such final agreement. After the first submission and Specificationsresubmission, based upon the criteria set forth in this Exhibit B, within five (5) business days after Landlord receives such resubmitted Plans and Specifications. The scope of Landlord’s review of the revised Plans and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant agree (i) to restrict further objections or disputes to matters which have mutually not previously been agreed on the Plans and Specifications. The final Plans and Specifications shall, to the extent required upon or accepted by the applicable provisions of the Leaseother party, as amended(ii) to deliver revised submissions or objections within ten (10) days following receipt, incorporate any and all work required by governmental authorities as a condition to approval of a building permit, including, without limitation, any improvements, whether required to the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications of any Tenant Alterations. Tenant may, at its election and concurrently with its submission to Landlord of Plans and Specifications for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the Lease. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in the construction of all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standards.and

Preparation of Plans and Specifications. 2.1 Tenant shall cause the plans and specifications for the Tenant Alterations Improvements (the “Plans and Specifications”) to be prepared by an architect selected by Tenant and approved by Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected by Tenant), and shall submit the same to Landlord. Landlord shall approve or disapprove the Plans and Specifications by providing written notice to Tenant, specifying any changes or modifications Landlord desires in the Plans and SpecificationsSpecifications . Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space Initial Premises (or any subsequent space occupied by Tenant) to DDC; provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant within ten (10) business days after Landlord’s receipt of the Final Working Drawings for the Tenant Alterations Premises if the same are approved, or, if the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. If Tenant is so advised, Tenant shall draft Plans and Specifications in accordance with such review and any disapproval of Landlord in connection therewith, and Landlord shall approve or disapprove the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit BSection 3.3, within five (5) business days Business Days after Landlord receives such resubmitted Plans and Specifications. The scope of Landlord’s review of the revised Plans and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant have mutually agreed on the Plans and Specifications. The final Plans and Specifications shall, to the extent required by the applicable provisions of the Lease, as amended, incorporate any and all work required by governmental authorities as a condition to approval of a building permit, including, without limitation, any improvements, whether required to the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications of any Tenant Alterations. Tenant may, at its election and concurrently with its submission to Landlord of Plans and Specifications for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the Lease. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in the construction of all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standards.the

Preparation of Plans and Specifications. 2.1 (a) Tenant shall cause the plans and specifications for the Tenant Alterations (the “Plans and Specifications”) Specifications to be prepared by an architect selected by Tenant Architect, in coordination with Landlord's architect, Burgess Design, and approved by Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇submitte▇ ▇▇ ▇▇ndlord or on before the Plan Submittal Date set forth in Paragraph 6 below. ▇▇▇▇▇▇▇ Architects if such entity is selected by Tenant), and Tenant shall submit the same to Landlord. provide Landlord shall approve or disapprove the Plans and Specifications by providing written notice to Tenant, specifying any changes or modifications Landlord desires in with at least two (2) complete sets of the Plans and Specifications. Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant within have ten (10) business days Business Days after Landlord’s receipt of receiving the Final Working Drawings for the Tenant Alterations if the same are approved, or, if the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. If Tenant is so advised, Tenant shall draft Plans and Specifications in accordance to approve the Plans and Specifications or provide Tenant with its comments. If Landlord fails to approve the Plans and Specifications or provide Tenant with its comments within such review and any disapproval of Landlord in connection therewithten (10) Business Day period, and Landlord shall approve or disapprove be deemed to have approved the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit B, within . Tenant shall then have five (5) business days Business Days after Landlord receives such resubmitted receiving Landlord's comments to revise and resubmit the Plans and SpecificationsSpecifications to Landlord. The scope of Landlord’s review of Landlord shall have five (5) Business Days after receiving the revised Plans and Specifications will be limited to Tenant’s correction of either approve or disapprove the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapprovalrevised Plans and Specifications. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant have mutually agreed on the Plans and Specifications. The final approved Plans and Specifications shall, to the extent required by the must be in compliance with applicable provisions of the Lease, as amended, incorporate any building codes and all work required by governmental authorities as a condition to with insurance regulations for fire resistant Class A buildings. Tenant agrees and understands that Landlord's review and approval of a building permit, including, without limitation, any improvements, whether required to the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications pursuant to this Workletter is solely to protect the interest of any Tenant Alterations. Tenant mayLandlord, at its election and concurrently with its submission to Landlord shall not be the guarantor of Plans and Specifications nor responsible for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal correctness of Specialty Alterations as set forth in Section 10.6 of the Lease. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in or responsible for the construction compliance of all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by with applicable laws. (b) Tenant shall cause the Plans and Specifications to be prepared in a form satisfactory for submittal to the appropriate governmental authorities for permits and licenses required for construction of the Tenant Improvements. Landlord shall provide Tenant and/or Architect with such information regarding the Building (including plans for the Building) as Tenant and/or Architect may reasonably request. Upon completion of the Work, Tenant shall cause Architect to provide Landlord with the final Plans and Specifications on a consequence of Landlord’s modification of any such Building Standards"CAD" disc.

Preparation of Plans and Specifications. 2.1 Tenant (a) Landlord's architect shall cause submit the proposed final plans and specifications for the Tenant Alterations (the “Plans and Specifications”) referred to be prepared by an architect selected by Tenant and approved by Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected by Tenant), and shall submit the same in Section 1 hereof to Landlord. Landlord shall approve or disapprove the Plans and Specifications by providing written notice to Tenant, specifying any changes or modifications Landlord desires in the Plans and Specifications. Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant within twenty (20) days after the execution of this lease. Within ten (10) business days days(1) after Landlord’s actual receipt by Tenant's Representative (as hereinafter defined) or his designee of the Final Working Drawings for Plans and Specifications submitted by Landlord, Tenant shall review same and advise Landlord of any aspect of the submitted plans and specifications which do not comply with the Preliminary Plans and Specifications described on Exhibit "B-1." If Tenant Alterations if does not so advise Landlord within such ten (10) day period, Tenant shall be deemed to have approved such submitted plans and specifications, subject only to the same coordination of such part of the plans and specifications with portions thereof yet to be completed. Promptly following delivery by Tenant to Landlord of its comments on the submitted plans and specifications, the parties shall agree on and initial the final plans and specification (which final plans and specifications are hereinafter called "Plans and Specifications"). (b) After the Plans and Specifications are approved, or, if the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. If Tenant is so advised, Tenant shall draft Plans and Specifications in accordance with such review and any disapproval of Landlord in connection therewith, and Landlord shall approve or disapprove the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit B, within five (5) business days after Landlord receives such resubmitted Plans and Specifications. The scope of Landlord’s review of the revised Plans and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant have mutually agreed on event of any discrepancy between the shop drawings (which conform to the Plans and Specifications) or the plans on the one hand and the specifications on the other, or in the event that any provision in the specifications shall not be reflected in such shop drawings or the plans, or vice versa, Tenant's Representative shall decide whether the specifications on the one hand or the plans or such shop drawings on the other shall govern. The final Plans In the absence of a decision by Tenant's Representative, the specifications shall govern and Specifications shall, control with respect to the extent required by obligations of Landlord hereunder. (c) In the applicable provisions of the Lease, as amended, incorporate any and all work required by governmental authorities as a condition to approval of a building permit, including, without limitation, any improvements, whether required to the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within event the Plans and Specifications do not specifically define the quality of any Tenant Alterationsequipment to be installed or material to be used, Tenant's Representative shall approve such items before they are incorporated in Landlord's work. Tenant may, at its election and concurrently with its submission If Landlord proposes to Landlord of Plans and Specifications substitute equipment or materials other than called for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the Lease. 2.2 Unless otherwise specifically called out on by the Plans and Specifications, Contractor Tenant's Representative must approve same, and if an aggregate reduction of Landlord's cost is achieved, Tenant shall at its option be entitled to a credit on its rent (defined belowin accordance with Section 10(b) (1) As used in this Exhibit "B," a "day" shall use Building Standard materials be deemed a calendar day and a "business day" shall be a day in which the construction of all Tenant Alterationslocation where Tenant's Plant Design and Construction Division is situated is open for a full day. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if anyhereof), ceilings (if Tenant does not elect to use an open-ceiling plan)or a credit against its Change Orders, doors, hardware, lighting, distribution for the difference between the value of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans that specified and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standardsthat substituted.

Preparation of Plans and Specifications. 2.1 (a) Promptly following the date of this Lease, Tenant shall cause the plans and specifications construction drawings for the Tenant Alterations Work (the “Plans and SpecificationsConstruction Drawings”) consistent with the Space Plan to be prepared by completed and submitted to Landlord for review and approval. (b) Within ten (10) Business Days after receipt of any Construction Drawings, Landlord shall return such Construction Drawings to Tenant with its objections, suggested modifications and/or approval (which suggested objections and suggested modifications are herein referred to as “Landlord Modifications”). Unless Tenant has an architect selected objection to any Landlord Modifications, said Construction Drawings shall thereafter be revised by Tenant and approved by to reflect the applicable changes. If, upon receipt of any Landlord (the “Architect”) (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected by Tenant)Modifications, and shall submit the same Tenant wishes to Landlord. Landlord shall approve or disapprove the Plans and Specifications by providing written notice to Tenanttake exception thereto, specifying any changes or modifications Landlord desires in the Plans and Specifications. Landlord shall not require Tenant to convert the HVAC controls serving the Expansion Space to DDC; provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord shall be liable for the cost and performance thereof (subject to application of the Allowance, as defined below). Landlord shall advise Tenant may do so within ten (10) business days Business Days after LandlordTenant’s receipt of the Final Working Drawings for the Tenant Alterations if the same are approved, or, if the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event such Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) thereforModifications. If Tenant is so advisedIn such event, Tenant shall draft Plans confer with Landlord prior to the expiration of such ten (10) Business Day period to resolve all matters with which Tenant was not in agreement. Landlord and Specifications ACTIVE/91437610.6 Tenant, in accordance with good faith, agree to resolve outstanding issues within such review and any disapproval of Landlord in connection therewithten (10) Business Days, and Landlord shall approve or disapprove Tenant thereafter will as soon as reasonably practicable revise the resubmitted Plans Construction Drawings to reflect such final agreement. After the first submission and Specificationsresubmission, based upon the criteria set forth in this Exhibit B, within five (5) business days after Landlord receives such resubmitted Plans and Specifications. The scope of Landlord’s review of the revised Plans and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant agree (i) to restrict further objections or disputes to matters which have mutually not previously been agreed upon or accepted by the other party, (ii) to deliver revised submissions or objections within ten (10) days following receipt, and (iii) to confer regularly in a good faith effort to resolve all matters in dispute expeditiously. The parties shall, in all events, attempt to reach final agreement on the Plans and SpecificationsConstruction Drawings as soon as possible. The final Plans and Specifications shallEach party agrees that its failure to respond to a submission or resubmission within the above- referenced time frames shall constitute such party’s acceptance of the submission or resubmission in question, or, to the extent required applicable, a delay caused by the applicable provisions delinquent party. (c) Promptly upon final approval of the LeaseConstruction Documents, as amendedTenant shall submit an application for, incorporate and diligently pursue issuance of, a building permit (and any and other approvals required) for the Tenant Work. Landlord, at no cost, shall reasonably assist Tenant in the procurement of its building permit including signing any typical permit processing documents. Tenant shall provide Landlord with copies of all work required by written comments, responses, approvals, disapprovals and/or other correspondence received from all applicable governmental authorities as a condition to approval in connection with such application, and shall otherwise keep Landlord informed regarding the processing of a Tenant’s building permit, including, without limitation, any improvements, whether required to the Original Premises, the Expansion Space or any Common Areas, that are required to comply with applicable Requirements which are triggered by the inclusion within the Plans and Specifications of any Tenant Alterations. Tenant may, at its election and concurrently with its submission to Landlord of Plans and Specifications for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the Leasepermit application. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in the construction of all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Building, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standards.

Preparation of Plans and Specifications. 2.1 The Plans and Specifications for the development of the Property and the construction of the Improvements shall be developed by Landlord and Tenant in a collaborative effort conducted as follows: (a) As used in this Lease, the term *Plans and Specifications" shall cause mean collectively the "Preliminary Plans and Specifications,* the "Schematic Design Drawings," the "Design Development Drawings", the "Construction Drawings" (all as defined herein), and all related plans, drawings, specifications and notes developed or prepared in connection therewith. (b) Landlord and Tenant have agreed on a set of preliminary plans and specifications for the Tenant Alterations Improvements dated as of April 9, 1997, which (i) describe and depict the site plan and interior floor plan configuration for the Buildings and certain preliminary exterior elevations Improvements, and 00 outline the specifications for the interior and exterior -components of the Buildings. These preliminary plans and specifications (the “"PRELIMINARY PLANS AND SPECIFICATIONS") are attached to this Lease as Exhibit "B" and Landlord and Tenant intend that they shall serve as the basis upon which the Plans and Specifications”) to Specifications will be prepared by an architect selected by and finalized, in accordance with the provisions of this Section 2.2. (c) Prior to the execution of this Lease, Landlord and Tenant have agreed on schematic design drawings for the Improvements for the Improvements ("SCHEMATIC DESIGN DRAWINGS"). (d) As soon as is reasonably possible following execution of this Lease, but in no event later than May 2, 1997, Landlord shall submit to Tenant reasonably detailed preliminary construction drawings for the Improvements ("Design Development Drawings") which have been prepared in substantial conformance with the Schematic Design Drawings. Within ton (10) business days after Tenant receives the Design Development Drawings, Tenant shall deliver to Landlord written notice of Tenant's approval or disapproval of the Design Development Drawings. Tenant shall not unreasonably withhold its approval of the Design Development Drawings. If Tenant disapproves any portion of the Design Development Drawings, then Tenant shall specifically and in writing (a) approve those portions which are acceptable to Tenant and (b) disapprove those portions which are not acceptable to Tenant, specifying the reasons for such disapproval and describing in detail the change Tenant requests for each item disapproved. The failure of Tenant to disapprove the Design Development Drawings within the specified time shall be deemed approval thereof. In the event the Design Development Drawings have-not been fully approved by Tenant, and Tenant and Landlord are unable to resolve the basis for Tenant's disapproval after good faith efforts to do so over a period of five (5) business days after delivery of Tenant's notice disapproving the “Architect”Design Development Drawings, Landlord shall have the right to terminate this Lease by giving Tenant written notice of its election to do so. (e) As soon as is reasonably possible following approval of the Design Development Drawings, but in no event later than June 13, 1997 (Landlord hereby approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Architects if such entity is selected as extended by any number of days more than ten (10) business days following Landlord's delivery of the Design Development Drawings to Tenant when the Design Development Drawings are approved by Tenant), and Landlord shall submit to Tenant 1/8 or 1/16 scale construction drawings for the same Improvements ("Construction Drawings") which have been prepared in substantial conformance with the approved Design Development Drawings. These Construction Drawings shall include all information reasonably necessary to Landlordconstruct the Improvements. Within ten (10) business days after Tenant receives the Construction Drawings, Tenant shall deliver to Landlord written notice of Tenant's approval or disapproval of the Construction Drawings. Tenant shall not unreasonably withhold its approval of the Construction Drawings. If Tenant disapproves any portion of the Construction Drawings, then Tenant shall specifically and in writing (a) approve those portions which are acceptable to Tenant and (b) disapprove those portions which are not acceptable to Tenant, specifying the reasons for such disapproval and describing in detail the change Tenant requests for each item disapproved. The failure of Tenant to disapprove the Construction Drawings within the specified time shall be deemed approval thereof. In the event the Construction Drawings have not been fully approved by Tenant, and Tenant and Landlord are unable to resolve the basis for Tenant's disapproval after good faith efforts to do so over a period of five (5) business days after delivery of Tenant's notice disapproving the Construction Drawings, Landlord shall approve or disapprove have the right to terminate this Lease by giving Tenant written notice of its election to do so. (f) Upon approval of the Construction Drawings, the Plans and Specifications shall be deemed approved by providing written notice to TenantLandlord and Tenant and shall, specifying any changes or modifications Landlord desires in thereafter, be the Plans and SpecificationsSpecifications for the construction of the Improvements. Any delay in Landlord obtaining the Building Permit beyond August 6, 1997, which results from a delay in Tenant's approval of the Plans and Specifications (other than because of Landlord's failure to meet its obligations under Section 2.2(d) and (e)) shall be a Tenant-Caused Delay. (g) In the event Landlord and Tenant are unable to resolve Tenant's disapproval of a phase of the development of the Plans and Specifications under subsections (d) or (e), above (a "DESIGN DISPUTE"), they shall resolve those differences through the binding arbitration of a neutral third-party in accordance with the following procedure: Landlord and Tenant shall immediately meet to make a good faith attempt to mutually appoint a single party who shall be a licensed architect ("ARBITRATING ARCHITECT"), with not require less than ten (10) years experience in commercial and industrial architecture and who is not employed or otherwise previously affiliated with either party, to arbitrate their differences and resolve the Design Dispute. If Landlord and Tenant are unable to convert agree upon a single Arbitrating Architect, then each shall, within two (2) business days after the HVAC controls serving meeting, select an architect that meets the Expansion Space foregoing qualifications. The two (2) architects so appointed shall, within two (2) business days after their appointment, appoint a third architect meeting the foregoing qualifications who shall serve as the Arbitrating Architect. If the two (2) architects so selected cannot agree on the selection of the Arbitrating Architect within the time above specified, then either party, on behalf of both parties, may request the appointment of the Arbitrating Architect to DDC; the Presiding Judge of the San Diego County Superior Court. The procedures for arbitrating and resolving the Design Dispute shall be established by the Arbitrating Architect, provided, however, that in the event any such conversion is required by law or otherwise, Tenant, not Landlord parties agree to the use of the rules of the American Arbitration Association regarding resolution of commercial disputes. The determination of the Arbitrating Architect shall be liable for limited solely to the cost and performance thereof (subject to application issue of the Allowance, as defined below). Landlord Design Dispute and shall advise Tenant be made within ten (10) business days after Landlord’s receipt of its submission by the parties for arbitration. The decision of the Final Working Drawings for the Tenant Alterations if the same are approved, or, if the Final Working Drawings are not reasonably satisfactory or are incomplete in any respect, disapproved, in which event Landlord Arbitrating Architect shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. If Tenant is so advised, Tenant shall draft Plans and Specifications in accordance with such review and any disapproval of Landlord in connection therewith, and Landlord shall approve or disapprove the resubmitted Plans and Specifications, based upon the criteria set forth in this Exhibit B, within five (5) business days after Landlord receives such resubmitted Plans and Specificationsbe binding on both parties. The scope of Landlord’s review costs of the revised Plans and Specifications will be limited to Tenant’s correction of the items noted in Landlord’s initial {2119-01688/00771566;8} notice of disapproval. The process outlined in the preceding two sentences shall be repeated until Landlord and Tenant have mutually agreed on the Plans and Specifications. The final Plans and Specifications shall, to the extent required by the applicable provisions of the Lease, as amended, incorporate any and all work required by governmental authorities as a condition to approval of a building permitarbitration, including, without limitation, attorneys' fees and costs, witness fees, expert witness fees, and costs of the arbitration proceeding shall be awarded as determined to be reasonable by the Arbitrating Architect. In the event of any improvements, whether required judicial enforcement or confirmation proceeding relating to the Original Premisesan arbitration award, the Expansion Space or any Common Areas, that are required prevailing party shall be entitled to comply with applicable Requirements which are triggered by recover from the inclusion within the Plans and Specifications of any Tenant Alterations. Tenant may, at its election and concurrently with its submission to Landlord of Plans and Specifications for approval, tender a request to Landlord in accordance with the notice requirement and process governing the removal of Specialty Alterations as set forth in Section 10.6 of the Lease. 2.2 Unless otherwise specifically called out on the Plans and Specifications, Contractor (defined below) shall use Building Standard materials in the construction of other party all Tenant Alterations. “Building Standard” means those minimum standard specifications established by Landlord governing the type, quality and quantity of materials and installation procedures for tenant spaces in the Buildingrelated costs, including floor coverings, wall coverings, window treatments (if any), ceilings (if Tenant does not elect to use an open-ceiling plan), doors, hardware, lighting, distribution of Building Systems, which specifications shall be supplied by Landlord to Tenant upon request. Landlord reserves the right to modify Building Standards from time to time; but in no event will Tenant be required to modify Plans attorneys' fees and Specifications which have previously been approved by Landlord as a consequence of Landlord’s modification of any such Building Standardscosts.