Common use of Expansion Space Improvements Clause in Contracts

Expansion Space Improvements. Subject to Landlord’s obtaining approval of the Parking Variance and all applicable permits, Landlord, at its expense, shall expand the building and make all exterior and interior improvements to the Expansion Space in compliance with the Plans and Specifications (the “Improvements”). The Improvements, as built and modified according to the Plans and Specifications, shall comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities as of the date of Tenant’s occupancy of the Expansion Premises, Landlord shall provide Tenant with a complete set of architectural drawings no later than three (3) months after approval of the Parking Variance. Tenant must, within seven (7) days of Tenant’s receipt of the architectural drawings approve said architectural drawings in writing. Landlord shall submit the architectural drawings to the City of Los Angeles for all necessary approvals and building permits within fifteen (15) days after Tenant approves the drawings in writing. Landlord shall use commercially reasonable efforts to obtain a building permit from the City of Los Angeles no later than six (6) months after the date said drawings were submitted to the City. Notwithstanding anything to the contrary in this Agreement, in the event that Landlord shall not have obtained the building permit by August 31, 2009, then either Tenant or Landlord may terminate this Second Amendment and Tenant’s lease of the Expansion Space without liability by mailing written notice and neither party shall have any further rights and obligations under this Second Amendment, except that the Lease shall automatically extend through August 31, 2010 at a rental rate of $19.35 per square foot. Landlord and Tenant shall enter into a Third Amendment to Lease that sets forth such terms within thirty (30) days after the date of the written notice of termination. All construction shall be done in a good workmanlike manner using materials in accordance with the Plans and Specifications and shall not vary in any substantial manner without Tenant’s prior written consent. Any changes necessitated by the local municipality due to the municipality’s interpretation of the local building code will be made by Landlord at Landlord’s exclusive cost and will not be charged to Tenant in any manner whatsoever. Tenant represents and warrants to Landlord that Tenant is not required to obtain any approvals from governmental educational agencies as a condition precedent for obtaining certificate of occupancy for the Expansion Space. If the Improvements are not completed and if the temporary certificate of occupancy (described in Subsection 1.04(a)(i) of the Lease) has not been obtained on or before eight (8) months after the date the City of Los Angeles issues the building permit, subject to force majeure and tenant delay as referenced in Section 1.05 of the Lease (“First TCO Deadline”), Tenant shall receive one (1) day of free Base Rent with regard to the Expansion Space only for each day elapsed after the First TCO Deadline until the date a temporary certificate of occupancy has been received. Tenant agrees to cooperate and execute such documents as are reasonably necessary in order for Landlord to obtain any and all permits and approvals (including the Parking Variance) from applicable governmental agencies required of Landlord in order to substantially complete the Expansion Space. Landlord shall have until sixteen (16) months after the date the Parking Variance is issued by the City of Los Angeles (“Second TCO Deadline”) to complete all Improvements and obtain the temporary certificate of occupancy for the Improvements. In the event that the Improvements are not completed and the temporary certificate of occupancy is not obtained by the Second TCO Deadline, then Tenant shall receive one (1) day of free Base Rent for the Expansion Space only for each day elapsing after the Second TCO Deadline until the date that a temporary certificate of occupancy has been received. Tenant shall be entitled to free Base Rent for the Expansion Space only under this paragraph or under the immediately preceding paragraph, whichever date occurs first, but shall in no event be entitled to free Base Rent under both paragraphs

Expansion Space Improvements. Subject to (a) Following Landlord’s obtaining approval 's delivery of the Parking Variance and all applicable permits, Landlord, at its expense, shall expand the building and make all exterior and interior improvements to the Expansion Space in compliance with the Plans and Specifications (the “Improvements”). The Improvements, as built and modified according to the Plans and Specifications, shall comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities as of the date of Tenant’s occupancy of the Expansion Premises, Landlord shall provide Tenant with a complete set of architectural drawings no later than three (3) months after approval of the Parking Variance. Tenant must, within seven (7) days of Tenant’s receipt of the architectural drawings approve said architectural drawings in writing. Landlord shall submit the architectural drawings to the City of Los Angeles for all necessary approvals and building permits within fifteen (15) days after Tenant approves the drawings in writing. Landlord shall use commercially reasonable efforts to obtain a building permit from the City of Los Angeles no later than six (6) months after the date said drawings were submitted to the City. Notwithstanding anything to the contrary in this Agreement, in the event that Landlord shall not have obtained the building permit by August 31, 2009, then either Tenant or Landlord may terminate this Second Amendment and Tenant’s lease ---------------------------- possession of the Expansion Space without liability to Tenant, Tenant, subject to the terms of this Paragraph 5, will construct in the Expansion Space all improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by mailing written notice and neither party shall have Landlord prior to the commencement of any further rights and obligations under this Second Amendment, except that work by Tenant in the Lease shall automatically extend through August 31, 2010 at a rental rate of $19.35 per square footExpansion Space. Landlord and Tenant shall enter into a Third Amendment to Lease that sets forth such terms within Within thirty (30) days after the date Expansion Effective Date, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition of the written notice of terminationExpansion Space which Tenant desires ("Expansion Improvements"). All construction such final working drawings will: (i) comply with the ADA and all other applicable codes, laws, rules, regulations and statutes, (ii) be consistent with the terms and limitations set forth in Exhibit L to the Lease, (iii) include the --------- installation of ductwork and additional variable air volume boxes in the Expansion Space (beyond the equipment described above in the definition of the First Floor Shell Condition) which shall be done in a good workmanlike manner using materials in accordance attached to and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Plans Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and Specifications fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods set forth above, Tenant shall not vary commence performance of any Expansion Improvements in any substantial manner without Tenant’s prior written consent. Any changes necessitated by the local municipality due to the municipality’s interpretation portion of the local building code will be made by Expansion Space until Landlord at Landlord’s exclusive cost and has approved the Final Plans for such Expansion Improvements), which approval will not be charged unreasonably withheld provided that the foregoing conditions are met. As modified by any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to Tenant in any manner whatsoeverthe Expansion Improvements. Tenant represents is solely responsible for determining whether or not it is a public accommodation and warrants to Landlord that Tenant is not required to obtain any approvals from governmental educational agencies as a condition precedent for obtaining certificate of occupancy for compliance with ADA within the Expansion Space. If the Improvements are not completed and if the temporary certificate of occupancy (described in Subsection 1.04(a)(i) Tenant's approval of the Lease) has not been obtained on or before eight (8) months after the date the City of Los Angeles issues the building permitFinal Plans constitutes an acknowledgment by Tenant that they comply with ADA and all other applicable codes, subject to force majeure laws, rules, regulations and tenant delay as referenced in Section 1.05 statutes. Landlord's approal of the Lease plans, specifications and working drawings for the Expansion Improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes in the Final Plans (“First TCO Deadline”the "Tenant Changes"), Tenant shall receive one (1) day of free Base Rent must present Landlord with regard to revised drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into the Expansion Space only for each day elapsed after the First TCO Deadline until the date a temporary certificate of occupancy has been received. Tenant agrees to cooperate and execute such documents as are reasonably necessary in order for Landlord to obtain any and all permits and approvals (including the Parking Variance) from applicable governmental agencies required of Landlord in order to substantially complete the Expansion Space. Landlord shall have until sixteen (16) months after the date the Parking Variance is issued by the City of Los Angeles (“Second TCO Deadline”) to complete all Improvements and obtain the temporary certificate of occupancy for the Improvements. In the event that the Improvements are not completed and the temporary certificate of occupancy is not obtained by the Second TCO Deadline, then Tenant shall receive one (1) day of free Base Rent for the Expansion Space only for each day elapsing after the Second TCO Deadline until the date that a temporary certificate of occupancy has been received. Tenant shall not be entitled obligated to free Base Rent for utilize building standard materials in connection with the Expansion Space only under this paragraph or under Improvements, provided that the immediately preceding paragraph, whichever date occurs first, but materials selected by Tenant shall be subject to Landlord's prior written approval and shall be consistent with the design and finishes of Class A office space in no event be entitled to free Base Rent under both paragraphsthe Tysons Corner submarket.

Expansion Space Improvements. Subject 1.1.1 Tenant hereby acknowledges and agrees that on December 19, 2006, Landlord delivered to Tenant at that portion of the Premises located in the Building at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx (the “Carpet Delivery Date”) the new carpeting described in Section 1 of Exhibit B to the Second Amendment (the “Carpeting”). Notwithstanding anything in the Second Amendment to the contrary, Landlord shall have no obligation to install the Carpeting at the Premises nor to provide any allowance or other incentive in connection with the same, except as expressly provided below. On or before June 1, 2007, Tenant shall install the Carpeting at the Premises in accordance with the terms and conditions hereof and otherwise in accordance with the terms of the Lease. Landlord shall have the right to approve the contractor to be retained by Tenant to install the Carpeting in the Premises. Tenant shall be responsible for all elements of the installation of the Carpeting at the Premises. Landlord’s obtaining approval of the Parking Variance and all applicable permits, Landlord, at its expense, contractors to install the Carpeting shall expand not be unreasonably withheld. Provided Tenant is not in default under the building and make all exterior and interior improvements to the Expansion Space in compliance with the Plans and Specifications (the “Improvements”). The ImprovementsLease, as built amended hereby, beyond any applicable notice and modified according to the Plans and Specifications, shall comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities as of the date of Tenant’s occupancy of the Expansion Premisescure periods, Landlord shall provide Tenant with a complete set agrees to contribute up to $37,992.00 (“Landlord’s Contribution”) toward the cost of architectural drawings no later than three (3) months after approval of installing the Parking Variance. Tenant must, within seven (7) days of Tenant’s receipt of the architectural drawings approve said architectural drawings in writing. Landlord shall submit the architectural drawings to the City of Los Angeles for all necessary approvals and building permits within fifteen (15) days after Tenant approves the drawings in writing. Landlord shall use commercially reasonable efforts to obtain a building permit from the City of Los Angeles no later than six (6) months after the date said drawings were submitted to the City. Notwithstanding anything to the contrary in this Agreement, Carpeting in the event that Landlord Premises. Landlord’s Contribution shall not have obtained the building permit by August 31, 2009, then either be paid to Tenant or Landlord may terminate this Second Amendment and Tenant’s lease of the Expansion Space without liability by mailing written notice and neither party shall have any further rights and obligations under this Second Amendment, except that the Lease shall automatically extend through August 31, 2010 at a rental rate of $19.35 per square foot. Landlord and Tenant shall enter into a Third Amendment to Lease that sets forth such terms within thirty (30) days after following receipt by Landlord of (a) receipted bills covering all labor expended in connection with the date installation of the written notice Carpeting in the Premises; (b) a sworn contractor’s affidavit from the contractor and a request to disburse from Tenant containing an approval by Tenant of termination. All construction shall be done the work done; (c) full and final waivers of lien; and (d) the certification of Tenant and its contractor that the Carpeting has been installed in a good and workmanlike manner using materials and in accordance with applicable laws, codes and ordinances. Landlord’s Contribution shall be disbursed in the Plans and Specifications and amount reflected on the receipted bills meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord shall not vary be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured default under the Lease, as amended hereby, and Landlord’s obligation to disburse shall only resume when and if such default is cured. Tenant is solely responsible for the condition and repair of the Carpeting and any damage caused to the Carpeting. None of the Indemnities (as defined in Article 21 of the Original Lease) shall be liable and Tenant hereby waives all claims against them for any substantial manner without Tenant’s prior written consent. Any changes necessitated damage to the Carpeting (except to the extent the same is caused by the local municipality due gross negligence or willful misconduct of Landlord) and/or injury caused by the presence of such Carpeting in the Premises. Tenant shall protect, indemnify and hold the Indemnitees harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any damage to the municipality’s interpretation Carpeting (excluding any damage caused by the gross negligence or willful misconduct of Landlord) and/or any injury caused by the presence of the local building code will be made by Landlord at Landlord’s exclusive cost and will not be charged to Tenant Carpeting in any manner whatsoeverthe Premises. Tenant represents and warrants to Landlord that Tenant is not required to obtain any approvals from governmental educational agencies as a condition precedent for obtaining certificate The foregoing provisions of occupancy for this Section 1.1 shall survive the Expansion Space. If the Improvements are not completed and if the temporary certificate of occupancy (described in Subsection 1.04(a)(i) termination of the Lease) has not been obtained on , as amended hereby, with respect to any claims or before eight (8) months after the date the City of Los Angeles issues the building permit, subject liability accruing prior to force majeure and tenant delay as referenced in Section 1.05 of the Lease (“First TCO Deadline”), Tenant shall receive one (1) day of free Base Rent with regard to the Expansion Space only for each day elapsed after the First TCO Deadline until the date a temporary certificate of occupancy has been received. Tenant agrees to cooperate and execute such documents as are reasonably necessary in order for Landlord to obtain any and all permits and approvals (including the Parking Variance) from applicable governmental agencies required of Landlord in order to substantially complete the Expansion Space. Landlord shall have until sixteen (16) months after the date the Parking Variance is issued by the City of Los Angeles (“Second TCO Deadline”) to complete all Improvements and obtain the temporary certificate of occupancy for the Improvements. In the event that the Improvements are not completed and the temporary certificate of occupancy is not obtained by the Second TCO Deadline, then Tenant shall receive one (1) day of free Base Rent for the Expansion Space only for each day elapsing after the Second TCO Deadline until the date that a temporary certificate of occupancy has been received. Tenant shall be entitled to free Base Rent for the Expansion Space only under this paragraph or under the immediately preceding paragraph, whichever date occurs first, but shall in no event be entitled to free Base Rent under both paragraphstermination.

Expansion Space Improvements. Subject Within 30 days after the Expansion ---------------------------- Space Lease is executed, Landlord will prepare and submit to Landlord’s obtaining approval Tenant for its review preliminary plans and outline specifications (the "EXPANSION OUTLINE ----------------- SPECIFICATIONS") for the construction of the Parking Variance shell of the Expansion Space (the -------------- "EXPANSION SHELL") and all applicable permits, Landlord, at its expense, shall expand the building and make all exterior and interior improvements of the Expansion Space (the ---------------- "EXPANSION INTERIOR") (which must be acceptable to Landlord and Tenant and ------------------- provide for improvements that can be constructed for a Total Expansion Cost of not more than $100 per square foot, unless Tenant agrees in writing to pay the total Expansion Cost in excess of such amount). Tenant shall notify Landlord whether it approves of the submitted Expansion Outline Specifications within 14 days after Landlord's submission thereof. If Tenant disapproves of such Expansion Outline Specifications, then Tenant shall notify Landlord thereof specifying in detail the reasons for such disapproval, in which case Landlord shall amend the submitted Expansion Outline Specifications and deliver them to Tenant for its approval within ten days after receiving Tenant's notice disapproving the submitted Expansion Outline Specifications. This process shall be repeated until the Expansion Outline Specifications have been finally approved. Within 15 days after Landlord and Tenant have approved the Expansion Outline Specifications, Landlord shall submit to Tenant a written preliminary estimate of the Total Expansion Costs (which shall be based in part upon the lowest qualified estimates of at least four contractors' written preliminary estimates of the cost of constructing the Expansion Space in compliance accordance with the Plans Expansion Outline Specifications solicited by Landlord). Tenant shall either approve or disapprove of such preliminary estimate within ten days after Tenant's receipt thereof. If Tenant disapproves the estimate, then Tenant shall notify Landlord of the reasons for such disapproval, in which case Landlord shall attempt to address Tenant's reasons for disapproval and Specifications resubmit the preliminary estimate to Tenant within ten days after Landlord's receipt of Tenant's disapproval. This process shall be repeated until Tenant has approved the preliminary estimate. Upon receipt of Tenant's approval of the preliminary estimate, Landlord shall proceed to prepare detailed plans and specifications for the Expansion Space (the “Improvements”"EXPANSION PLANS AND SPECIFICATIONS"), including, ---------------------------------- without limitation, working drawings, construction drawings, electrical, plumbing and mechanical drawings necessary to construct the Expansion Shell and the Expansion Interior. The Improvements, as built After Landlord and modified according to Tenant have approved the Expansion Plans and Specifications, shall comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities as of if Landlord believes that the date of Tenant’s occupancy of actual cost to complete the Expansion PremisesSpace exceeds the preliminary estimates by more than 10%, Landlord shall provide submit to Tenant with a complete set of architectural drawings no later than three (3) months after approval Landlord's written estimate of the Parking Variance. Tenant must, within seven (7) days cost of Tenant’s receipt of the architectural drawings approve said architectural drawings in writing. Landlord shall submit the architectural drawings to the City of Los Angeles for all necessary approvals and building permits within fifteen (15) days after Tenant approves the drawings in writing. Landlord shall use commercially reasonable efforts to obtain a building permit from the City of Los Angeles no later than six (6) months after the date said drawings were submitted to the City. Notwithstanding anything to the contrary in this Agreement, in the event that Landlord shall not have obtained the building permit by August 31, 2009, then either Tenant or Landlord may terminate this Second Amendment and Tenant’s lease of the Expansion Space without liability by mailing written notice and neither party shall have any further rights and obligations under this Second Amendment, except that the Lease shall automatically extend through August 31, 2010 at a rental rate of $19.35 per square foot. Landlord and Tenant shall enter into a Third Amendment to Lease that sets forth constructing such terms within thirty (30) days after the date of the written notice of termination. All construction shall be done in a good workmanlike manner using materials improvements in accordance with the completed Expansion Plans and Specifications Specifications. Upon receipt of Tenant's approval of any such revised estimate, Landlord shall construct the improvements depicted thereon in the same manner as provided in this Exhibit. "TOTAL EXPANSION COSTS" shall mean all soft and shall not vary hard --------------------- costs incurred in any substantial manner without Tenant’s prior written consent. Any changes necessitated by connection with the local municipality due to the municipality’s interpretation design and construction of the local building code will be made by Landlord at Landlord’s exclusive cost and will not be charged to Tenant in any manner whatsoever. Tenant represents and warrants to Landlord that Tenant is not required to obtain any approvals from governmental educational agencies as a condition precedent for obtaining certificate of occupancy for the Expansion Space. If the Improvements are not completed and if the temporary certificate of occupancy (described in Subsection 1.04(a)(i) of the Lease) has not been obtained on or before eight (8) months after the date the City of Los Angeles issues the building permit, subject to force majeure and tenant delay as referenced in Section 1.05 of the Lease (“First TCO Deadline”), Tenant shall receive one (1) day of free Base Rent with regard to the Expansion Space only for each day elapsed after the First TCO Deadline until the date a temporary certificate of occupancy has been received. Tenant agrees to cooperate and execute such documents as are reasonably necessary in order for Landlord to obtain any and all permits and approvals (including the Parking Variance) from applicable governmental agencies required of Landlord in order to substantially complete the Expansion Space. Landlord shall have until sixteen (16) months after the date the Parking Variance is issued by the City of Los Angeles (“Second TCO Deadline”) to complete all Improvements and obtain the temporary certificate of occupancy for the Improvements. In the event that the Improvements are not completed and the temporary certificate of occupancy is not obtained by the Second TCO Deadline, then Tenant shall receive one (1) day of free Base Rent improvements for the Expansion Space only for each day elapsing after in question, including, without limitation, all architecture, engineering, contractors, market leasing (not to exceed 6.75% of the Second TCO Deadline until the date that a temporary certificate of occupancy has been received. Tenant shall be entitled to free Base Rent anticipated base rent due for the Expansion Space only under this paragraph for the full term of the lease thereof), development fees (not to exceed 3% of total construction costs), brokerage and legal fees and expenses (however, Total Expansion Costs shall not include any brokerage commissions other than the market leasing fee described above), any interest expense, tax and insurance payments incurred during such construction process, and any loan or under mortgage fees, and any other costs, fees or expenses incurred with the immediately preceding paragraph, whichever date occurs first, but shall in no event be entitled to free Base Rent under both paragraphsconstruction of the Expansion Space.

Expansion Space Improvements. Subject If Tenant timely exercises the Expansion Option, Landlord shall cause to Landlord’s obtaining approval of be constructed, in a good workmanlike manner, the Parking Variance and all applicable permits, Landlord, at its expense, shall expand improvements (the building and make all exterior and interior improvements to “Expansion Space Improvements”) in the Expansion Space in compliance accordance with the Plans plans and Specifications specifications approved by Tenant and Landlord (the “ImprovementsPlans”), which approvals shall not be unreasonably withheld, conditioned or delayed. The ImprovementsExpansion Space Improvements shall be performed at the Tenant’s cost, as built and modified according subject to the Landlord’s Contribution (hereinafter defined). Landlord shall cause the Plans to be prepared, at Tenant’s cost, by a registered professional architect, and Specificationsmechanical and electrical engineer(s). Within thirty (30) days after Tenant’s providing to Landlord the preliminary space plans for the Expansion Space and such other information reasonably required by Landlord to commence preparation of the Plans, Landlord shall furnish the initial draft of the Plans to Tenant for Tenant’s review and approval. Tenant shall, within ten (10) days after receipt, either provide comments to such Plans or approve the same. Tenant shall be deemed to have approved such Plans if it does not provide comments on such Plans within such 10-day period. If Tenant timely provides Landlord with comments to the initial draft of the Plans, Landlord shall provide revised Plans to Tenant incorporating Tenant’s comments within one (1) week after receipt of Tenant’s comments. Tenant shall, within five (5) business days after receipt, then either provide comments to such revised Plans or approve such Plans. Tenant shall be deemed to have approved such revised Plans if Tenant does not provide comments on such Plans within such 5-day period. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Tenant and Landlord. Landlord hereby agrees that the Plans for the Expansion Space Improvements shall comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities Governmental Requirements. Tenant acknowledges that any non-building standard improvement required by Tenant as of the date of Tenant’s occupancy part of the Expansion PremisesSpace Improvements shall be subject to Tenant’s removal and restoration, at the option of Landlord, at the expiration or earlier termination of the Term of this Lease. Once the Plans have been finally approved, Landlord will promptly prepare all necessary construction drawings for the construction of the Expansion Space Improvements. Upon the completion of such construction drawings, Landlord shall submit the same to Tenant for its approval. Tenant shall, within five (5) days after receipt, then either provide comments to such drawings or approve the same. Tenant with a complete set shall be deemed to have approved such drawings if Tenant does not provide comments thereto within such 5-day period. If Tenant timely provides any comments to such drawings, Landlord shall revise such drawings and resubmit the same to Tenant for its review and approval. Until such time as Landlord and Tenant mutually approve such construction drawings, the process described above shall be repeated as reasonably necessary, and both Landlord and Tenant agree to act in good faith in order to derive mutually acceptable construction drawings for the construction of architectural the Expansion Space Improvements. After the mutual approval of the construction drawings, Landlord shall submit the drawings no later than for construction bid to three (3) months after approval contractors mutually selected by Landlord and Tenant, and Landlord and Tenant shall thereafter mutually select the contractor (the “Contractor”) to construct the Expansion Space Improvements, which selection shall be based on both (i) the amount of the Parking Variancebid received from such Contractor and (ii) such Contractor’s satisfaction of criteria reasonably required by Landlord and Tenant (e.g., insurance coverage, providing of performance bonds, performance history and ability to timely complete). If the Contractor’s bid exceeds Landlord’s Contribution, Tenant mustshall either (i) agree to pay to Landlord all costs of construction exceeding Landlord’s Contribution or (ii) modify the Plans (subject to Landlord’s reasonable approval) so that the construction costs shall not exceed Landlord’s Contribution. Landlord reserves the right to require the Contractor to use certain preferred subcontractors selected by Landlord. In the event Tenant and Landlord cannot agree upon a Contractor, within seven (7) days Tenant and Landlord agree to repeat the selection process set forth above until such Contractor is chosen. Once the Plans and all construction drawings relative thereto have been finalized and approved by Tenant and Landlord, Landlord shall promptly submit the same to the appropriate governmental authorities for the issuance of all necessary building permits. Subject to Tenant’s execution of the lease amendment contemplated under Subsection A.5 below and Landlord’s receipt of the architectural drawings approve said architectural drawings in writing. Landlord shall submit the architectural drawings any additional security deposit determined pursuant to the City of Los Angeles for all necessary approvals and building permits within fifteen (15) days after Tenant approves the drawings in writing. Subsection A.4 below, Landlord shall use commercially reasonable efforts to obtain a building permit from cause the City Expansion Space Improvements to be substantially completed, except for minor mechanical adjustments or minor details of Los Angeles no later than six (6) months after the date said drawings were submitted to the City. Notwithstanding anything to the contrary in this Agreement, in the event that Landlord shall construction which do not have obtained the building permit by August 31, 2009, then either Tenant interfere or Landlord may terminate this Second Amendment and unreasonably inconvenience Tenant’s lease use of the Premises (“Punch List Items”), by February 1, 2007, subject to Tenant Delay (as defined below) and Force Majeure. The date on which the Expansion Space Improvements are substantially completed (defined below), or would have been substantially completed but for any Tenant Delays, shall be referred to herein as the “Expansion Space Commencement Date.” Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Expansion Space without liability by mailing written notice Improvements and neither party shall have any further rights and obligations under this Second Amendment, except that the Lease shall automatically extend through August 31, 2010 at a rental rate of $19.35 per square footChange Orders (hereinafter defined). Landlord and Tenant shall enter into a Third Amendment to Lease that sets forth such terms within thirty (30) days after the date of the written notice of termination. All construction Such project management services shall be done in performed, at Tenant’s cost, for a good workmanlike manner using materials in accordance with fee of three percent (3%) of all costs related to the preparation of the Plans and Specifications and shall not vary in any substantial manner without Tenant’s prior written consent. Any changes necessitated by the local municipality due to the municipality’s interpretation construction of the local building code will be made by Landlord at Landlord’s exclusive cost Expansion Space Improvements and will not be charged to Tenant in any manner whatsoeverthe Change Orders. Tenant represents and warrants to Landlord that Tenant is not required to obtain any approvals from governmental educational agencies as a condition precedent for obtaining certificate of occupancy for the Expansion Space. If the Improvements are not completed and if the temporary certificate of occupancy (described in Subsection 1.04(a)(i) of the Lease) has not been obtained on or before eight (8) months after the date the City of Los Angeles issues the building permitIf, subject to force majeure and tenant delay as referenced in Section 1.05 of the Lease (“First TCO Deadline”), Tenant shall receive one (1) day of free Base Rent with regard prior to the Expansion Space only for each day elapsed after the First TCO Deadline until the date a temporary certificate of occupancy has been received. Commencement Date, Tenant agrees to cooperate and execute such documents as are reasonably necessary in order for Landlord to obtain any and all permits and approvals shall require improvements or changes (including the Parking Variance) from applicable governmental agencies required of Landlord in order to substantially complete the Expansion Space. Landlord shall have until sixteen (16) months after the date the Parking Variance is issued by the City of Los Angeles (individually or collectively, “Second TCO DeadlineChange Orders”) to complete all Improvements and obtain the temporary certificate of occupancy for the Improvements. In the event that the Improvements are not completed and the temporary certificate of occupancy is not obtained by the Second TCO DeadlineExpansion Space in addition to, then Tenant shall receive one (1) day of free Base Rent revision of, or substitution for the Expansion Space only Improvements, Tenant shall deliver to Landlord for each day elapsing after its approval, which approval shall not be unreasonably withheld, conditioned or delayed, plans and specifications for such Change Orders. If Landlord does not approve of the Second TCO Deadline until plans for Change Orders, Landlord shall advise Tenant of the date that a temporary certificate of occupancy has been receivedrevisions required. Tenant shall revise and redeliver the plans and specifications to Landlord within five (5) business days of Landlord’s advice or Tenant shall be entitled deemed to free Base Rent have abandoned its request for such Change Orders. Tenant shall pay for all preparations and revisions of plans and specifications, and the construction of all Change Orders, subject to Landlord’s Contribution. Landlord shall contribute an amount not to exceed $10.00 per Rentable Square Foot of the Expansion Space (“Landlord’s Contribution”) toward the costs actually incurred for the Expansion Space only under this paragraph Improvements and Change Orders (including, without limitation, all architectural, engineering, construction, construction management and permitting fees); provided, however, that Tenant may utilize, at its discretion, portions of the Landlord’s Contribution for any costs incurred by Tenant in connection with Expansion Space Improvements or under occupation of the immediately preceding paragraphExpansion Space, whichever including, costs of management services, professional fees, recabling, moving expenses, space planning, interior design and construction drawings. Subject to the foregoing, Landlord has no obligation to pay for costs of the Expansion Space Improvements or Change Orders in excess of Landlord’s Contribution. Any portion of Landlord’s Contribution remaining after the completion of the construction of the Expansion Space Improvements, up to an amount equal to $3.00 per Rentable Square Foot of the Expansion Space, shall be credited against the Rent next coming due, any portion of Landlord’s Contribution remaining thereafter shall be retained by Landlord. If the cost of the Expansion Space Improvements and/or Change Orders exceeds the Landlord’s Contribution, Tenant shall pay one-half of such overage to Landlord prior to commencement of construction of the Expansion Space Improvements and/or Change Orders and shall pay the remainder upon the Completion Date. The parties acknowledge and agree that the Expansion Space Commencement Date of the Lease shall not occur prior to the date occurs firstthat the Expansion Space Improvements have been substantially completed (the “Completion Date”); provided, but however, the Expansion Space Commencement Date shall in no event not be entitled deferred to free Base Rent under both paragraphsor beyond the Completion Date to the extent that any one or more of the following (a “Tenant Delay”), has caused the Completion Date to occur after February 1, 2007: