Common use of Approval Process Clause in Contracts

Approval Process. (a) 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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any 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 relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in 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 to Licensee of such modifications.

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) In 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 event that Licensee desires plans and specifications or supplying additional information (which Landlord shall have the right to use request only reasonably if the applicable Alteration constitutes a Licensed Mark, Licensee shall submit to Licensor a written request for such use in accordance with the approval process set forth Basic Alteration). Nothing contained in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with 7.3(C) limits the subject line containing a description provisions of the category Section 7.2 hereof 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(b7.3(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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any 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 relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Datehereof. (bD) Written approval Tenant acknowledges that (i) the review of plans or specifications for each use an Alteration by or on behalf of a Licensed Mark must be obtained Landlord, or (ii) the preparation of plans or specifications for each category from the approvers set forth in the chart below an Alteration by Landlord’s architect or engineer (the “Designated Approvers”) in accordance 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 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 to Licensee of such modificationsany Requirements or are otherwise adequate or correct.

Approval Process. (a) In the event Except where explicitly stated otherwise in this Agreement, for any action that Licensee desires to use a Licensed Markrequires Licensor’s approval, Licensee shall submit its proposal to Licensor. Licensor a written request for shall have five (5) business days following receipt of the proposal to approve or reject such use proposal in accordance with writing, such approval not to be unreasonably withheld, conditioned or delayed, provided, however, that in the approval process set forth in this Section 1.2event Licensor fails to respond within such five (5) business day period, such proposal will be deemed approved. Licensee shall submit all written requests for approval be required 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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any 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 receive Licensor’s approval for the following: (a) approval of the initial look and feel for the relaunch of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. Managed Assets (including without limitation the placement and prominence of editorial Content and promotion of Playboy-branded properties); (b) Written initial approval for each use 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 Licensed Mark must be obtained for each category from 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 publicity subject to Section 15.7; provided that (i) once the approvers set forth materials in (a) or (b) above or any new product or relaunch of any of the chart below Managed Assets (the “Designated ApproversMaterials”) above are approved, any non-materials modifications and/or adjustments will not require further approval from Licensor, (ii) Licensee is not required to seek approval on any changes to the Materials, if such changes are for the purpose of compliance with requirements under applicable Law and rules; provided that Licensee provides information on such requirements and the resulting changes in accordance with the approval procedure set forth Materials for Licensor’s records, and (iii) in Section 1.2(a). the case where Licensor may modify disapproves any matter, Licensor shall provide the Designated Approvers reasons for disapproval (including how to rectify, if applicable) and if there are any changes made as requested by Licensor, Licensor shall consider the new submission and provide a response within five (5) business days of Licensor’s receipt thereof, provided, however, that in its sole discretion by providing not less than seven the event Licensor fails to respond within such five (75) days’ prior written notice to Licensee of business day period, such modificationsproposal will be deemed approved.

Approval Process. (a) In the event that Licensee desires Landlord shall respond to use a Licensed Mark, Licensee shall submit to Licensor a any written request for approval of any plans or specifications pursuant to this Article 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 (10) 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 (5) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE ITEMS SET FORTH HEREIN", and if Landlord does not approve or disapprove such use 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 additional information requested, as applicable, and Tenant shall resubmit revised plans and specifications 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 capitalized, bold, 14 point font, "FAILURE TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE ITEMS SET FORTH HEREIN", and if Landlord does not respond to such plans and specifications within three (3) Business Days of Landlord’s receipt of such additional notice, such revised plans shall be deemed to be approved. The failure of Tenant to provide Landlord with revised plans and specifications and/or any additional information within the time periods set forth above shall constitute a Tenant Delay for each day thereafter until the applicable plans and specifications and/or additional information are delivered to Landlord by Tenant in accordance with the approval terms of this Lease. Such 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 be repeated until the applicable Designated Approvers set forth in Section 1.2(bplans and specifications have been approved (or deemed approved) 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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any 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 relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective DateLandlord. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in 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 to Licensee of such modifications.

Approval Process. (aA) Tenant shall not perform any Alteration 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, (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 Licensee desires Landlord does not respond within twenty (20) days, then Tenant may send a second written notice to use a Licensed MarkLandlord which notice shall contain specific reference to this Section, Licensee advising that Landlord has not yet responded to Tenant and noting that failure to respond shall submit to Licensor a written request for such use in accordance with the be deemed an approval process set forth in this Section 1.2of Tenant’s proposed Alterations. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description Upon receipt of the category or categories for which approval is sought. Licensor second (2nd) written notice, Landlord 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 have 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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any 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 relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in 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 additional seven (7) days’ prior written notice business days to Licensee 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, and (c) condition Landlord’s approval of such modificationsplans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information. (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 (or other format reasonably acceptable to Landlord), (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. (D) Except for Decorative Alterations or Minor Alterations, Landlord shall have the right to (a) In 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 event that Licensee desires plans and specifications or supplying additional information (which Landlord shall have the right to use request only reasonably if the applicable Alteration constitutes a Licensed Mark, Licensee shall submit to Licensor a written request for such use in accordance with the approval process set forth Basic Alteration). Nothing contained in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with 7.3(D) limits the subject line containing a description provisions of the category Section 7.2 hereof 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(b7.3(C) 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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any 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 relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Datehereof. (bE) Written approval Tenant acknowledges that (i) the review of plans or specifications for each use an Alteration by or on behalf of a Licensed Mark must be obtained Landlord, or (ii) the preparation of plans or specifications for each category from the approvers set forth in the chart below an Alteration by Landlord’s architect or engineer (the “Designated Approvers”) in accordance 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 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 to Licensee of such modificationsany Requirements or are otherwise adequate or correct.

Approval Process. (aA) In Subject to the event terms of this Section 7.3(A), Tenant shall not perform any Alteration (except for Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an "Alterations Notice") that Licensee desires (i) includes four (4) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to use a Licensed Markthe extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord's consultants to reasonably assess the proposed Alteration, Licensee shall submit to Licensor a written request for such use (ii) indicates whether Tenant requests Landlord's consent or approval of the proposed Alteration in accordance with the terms of this Lease and (iii) 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 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 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 approval process set forth 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 1.2. Licensee shall submit all written requests 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 approval 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. (E) If Tenant gives Landlord an Alterations Notice with respect to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories Alterations for which Landlord's approval is sought. Licensor shall facilitate the routing required hereunder and Landlord fails to respond within fifteen (15) Business Days (or five (5) Business Days for resubmissions of such written requests for approval an Alterations Notice given in response 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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval revisions made in accordance with reasonable instructions provided by Licensor. Licensor may modify clause (c) of Section 7.3(C) hereof), then Tenant (not sooner than fifteen (15) Business Days) after giving the foregoing procedures first Alterations Notice (or instructions upon written notification five (5) Business Days for resubmissions of an Alterations Notice given in response 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 relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) 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 approval procedure set forth Alterations described in Section 1.2(a). Licensor may modify 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 Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee terms of such modificationsthis Lease.

Approval Process. (A) Tenant shall not perform any Alteration unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 8.3, (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, (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) In the event that Licensee desires to use disapprove any plans and specifications for a Licensed Markparticular Alteration in part, 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(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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any 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 Licensorreserve Landlord’s approval of any items shown on such requestplans and specifications pending Landlord’s review of other plans and specifications, an addendum identifying and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the Licensor mark plans and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Datespecifications or supplying additional information. (bD) Written approval Tenant acknowledges that (i) the review of plans or specifications for each use an Alteration by or on behalf of a Licensed Mark must be obtained Landlord, or (ii) the preparation of plans or specifications for each category from the approvers set forth in the chart below an Alteration by Landlord’s architect or engineer (the “Designated Approvers”) in accordance 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 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 to Licensee of such modificationsany Requirements or are otherwise adequate or correct.

Approval Process. (i) Sublessee shall not perform any Specialty Alteration unless Sublessee first gives to Sublessor a notice thereof (a "Specialty Alterations Notice") that (A) refers specifically to this Section 7(c), (B) 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 ,pdf and Revit formats that contain sufficient detail for Sublessor and Sublessor's consultants to reasonably assess the proposed Specialty Alteration (such plans and specifications prepared in connection with the Initial Alterations being referred to herein as the "Initial Alterations Plans"), and (C) includes a Removal/Restoration Costs Estimate for the proposed Specialty Alterations. The requirements of this Section 7(c)(i) shall not apply to Core Drilling. (ii) Sublessor shall have the right to object to a proposed Specialty Alteration only by giving notice thereof to Sublessee, and setting forth in such notice a statement in reasonable detail of the grounds for Sublessor'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 review 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) 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) In disapproves any plans and specifications for a particular Specialty Alteration in part (and setting forth in reasonable detail the event grounds for Sublessor's objections), (b) reserves Sublessor's approval of items shown on such plans and specifications pending Sublessor's review of other plans and specifications that Licensee desires Sublessee is otherwise required to use a Licensed Markprovide to Sublessor hereunder, Licensee shall submit and (c) conditions Sublessor's approval of such plans and specifications upon Sublessee's making revisions to Licensor a written request for such use in accordance with the approval process set forth plans and specifications or supplying additional information. Nothing contained in this Section 1.2. Licensee shall submit all written requests 7(c)(iv), limits the provisions of Section 7(c)(i) hereof (v) Sublessee acknowledges that (i) the review of plans or specifications for approval to Licensor any Specialty Alteration by e-mail at ▇▇▇▇or on behalf of Sublessor, or (ii) the preparation of plans or specifications for any Specialty Alteration by Sublessor's architect or engineer (or any architect or engineer designated by Sublessor), is solely for Sublessor's benefit, and, accordingly, Sublessor makes no representation or warranty that such plans or specifications comply with any “Requirements” (as defined in the Lease) or are otherwise adequate or correct.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, 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 (vi) Sublessee may make changes 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 be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products Initial Alterations Plans or any other items required plans relating to Alterations, without Sublessor’s consent, except if and only in respect of such changes as would affect or permitted be deemed to be submitted 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 Licensor for Sublessor's approval in accordance with reasonable instructions provided by Licensorof such Plan Change, including, without limitation, the provisions regarding Restoration Costs Letter(s) of Credit. Licensor may modify If (x) Sublessor conditions Sublessor's approval of such Plan Changes upon Sublessee's making revisions to the foregoing 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 or instructions upon written notification to Licensee and requirements of not less than thirty (30Section 7(c)(iii) calendar dayshereof, and Licensee will thereafter comply with this approval processprovided, as so modified. Licensor may grant or withhold approval for however, if Sublessor shall be deemed to have consented to 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 relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth Plan Change that would result in the Addenda set forth 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 Exhibit B and attached hereto as the amount by which the total Removal/Restoration Costs of all Specialty Alterations exceeds the Removal/Restoration Costs Threshold by reason of the Effective Dateproposed Plan Change. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in 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 to Licensee of such modifications.