Common use of Turnkey Clause in Contracts

Turnkey. Provided this Lease has been executed by both the Tenant and the Landlord on or before September 23, 2009, the Landlord will, at its sole cost and expense, construct the Tenant’s Leasehold Improvements (the “Turnkey”) in accordance with a space plan and a leasehold finishes plan detailing the layout, quality and colour of the finishes. Such plans will be approved by the Tenant no later than the date on which this Lease is executed by the Tenant in a form acceptable by the Landlord, provided the Tenant is given a minimum of three (3) business days to review and approve such plans. The Landlord will secure a fixed price contract for the Turnkey in an amount (the “Turnkey Price”) equal to not more than Thirty Dollars ($30.00) per square foot of the Rentable Area of the Premises. The Turnkey Price will include all costs associated with completing the Turnkey, including but not limited to, the cost of constructing the Leasehold Improvements, the associated design, engineering, consulting and permit fees, and the Landlord’s project management fee in an amount equal to five percent (5%) of the cost of the Turnkey. In the event the Turnkey can be completed by the Landlord in an amount for less than the Turnkey Price, the Landlord will credit the Tenant with the difference to the Tenant’s account against Rent first due and payable by the Tenant pursuant to this Lease. The Landlord will obtain quotations from three (3) general contractors for the Turnkey within seven (7) days following the completion of the final architectural, mechanical and engineering drawings. The Landlord will select the contractor within three (3) days following the receipt of such quotations, subject to the approval of the Tenant, acting reasonably. The Turnkey will be substantially complete on or before January 31, 2010, subject to delays caused by the Tenant and/or delays resulting from events that are beyond the reasonable control of the Landlord. The scope of the work for the Turnkey shall include, but not limited to, the following: (a) demolish the existing improvements and construct new improvements in the Premises as per the space plan attached hereto as Schedule “B-1”; (b) install new carpet in the Premises, in a colour to be selected by the Tenant from the Landlord’s standard samples for the Building, to all areas without hardwood floors;

Turnkey. Provided this Lease has been executed by both the Tenant and the Landlord on or before September 23, 2009, the Landlord will, at its sole cost and expense, construct the Tenant’s Leasehold Improvements BUILDOUT (the “Turnkey”A) in accordance Lessor shall provide Lessee with a space plan and a leasehold finishes plan detailing the layout, quality and colour “turnkey” build-out of the finishes. Such plans will be approved by the Tenant no later than the date on which this Lease is executed by the Tenant in a form acceptable by the Landlord, provided the Tenant is given a minimum of three (3) business days to review and approve such plans. The Landlord will secure a fixed price contract for the Turnkey in an amount Demised Premises (the “Turnkey PriceBuildout”) equal to not more than Thirty Dollars ), based on the preliminary pricing and scope of work described in Exhibit D-1 attached hereto and made a part hereof ($30.00) per square foot of the Rentable Area of the Premises“Preliminary Pricing”). The Turnkey Price Buildout will include all the hard and soft costs associated with completing the Turnkeyconstruction of improvements to the Demised Premises, including but not limited toincluding, without limitation, the cost costs of constructing the Leasehold Improvements, the associated design, engineering, consulting Connecting Stairway Work and permit fees, and the LandlordLessor’s project management fee fees and architectural and engineering fees in an amount equal connection therewith. Should the final pricing of the Turnkey Buildout increase by more than five percent (5%) from the Preliminary Pricing due to (i) a change in scope of work requested by Lessee, (ii) further clarification of representations or assumptions made by Lessee that were underlying the Preliminary Pricing, or (iii) a Lessee Delay (as hereinafter defined), then any costs of the Turnkey Buildout in excess of the sum of (x) the Preliminary Pricing and (y) five percent (5%) of the cost Preliminary Pricing (the “Excess Costs”) shall either, at Lessee’s election, (a) be paid directly by Lessee to Lessor within ten (10) days following an invoice for such costs accompanied by reasonable backup documentation of such costs, or (b) be treated as an assumed loan, which shall be fully amortized over the remainder of the TurnkeyLease Term (including the First Extension Term) from and after the date of election in equal monthly installments. In If Lessee elects option (b) in the event immediately preceding sentence, Lessee shall be obligated to pay, as additional rent under the Turnkey can Lease (as amended hereby), the monthly amortized amount of the Excess Costs together with interest on the outstanding balance of such costs at a fixed annual rate equal to nine percent (9%) per annum. The amount of such monthly payments shall be completed confirmed in writing by the Landlord in an amount for less than parties following Lessee’s election to amortize the Turnkey Price, Excess Costs. If the Landlord will credit the Tenant with the difference Lease (as amended hereby) is terminated prior to the Tenant’s account against Rent first due expiration of the Lease Term hereof for any reason other than a default of Lessor, Lessee shall, upon demand, deliver to Lessor a repayment of the Excess Costs equal to the then-current balance of the assumed loan as of the termination date. (B) Lessor and payable by Lessee have mutually agreed upon a final schematic drawing and design and construction schedule (the Tenant pursuant to this Lease“Construction Plan”), which is attached hereto as Exhibit D-2 and made a part hereof. The Landlord will obtain quotations from three Construction Plan sets forth, among other items, (31) general contractors the frequency and procedures for progress updates and site visits, and (2) the phasing of Lessee’s move-out of the Give-Back Premises. Lessee agrees not to unreasonably withhold, condition or delay its approval of (i) plans and specifications (working and final) for the Turnkey Buildout that are submitted for Lessee’s review by Lessor, Lessor’s architect and/or Lessor’s contractor and (ii) any modifications that increase the construction budget, unless, however, the modification causes there to be any Excess Cost, in which event Lessee may withhold approval in its sole discretion (except to the extent such modification is required to comply with Applicable Laws (as hereinafter defined) (a “Required Modification”), in which case Lessee’s consent may not be unreasonably withheld, delayed or conditioned, but with Lessee expressly having the right to request value engineering in connection with such Required Modification). The timeframes for the preparation and review of such plans and specifications and/or budgetary modifications shall be as set forth in the Construction Plan, and shall be strictly adhered to. Upon the Substantial Completion of the Turnkey Buildout, the parties shall execute a certificate setting forth the date for such event in the form attached hereto as Exhibit C-1 and made a part hereof. (C) Lessor will contract for the improvements to the Demised Premises in connection with the Turnkey Buildout and will select a general contractor and subcontractors. Lessor’s project management fee shall be equal to three and one-half percent (3.5%) of the construction bid. Lessor hereby approves Lessee’s request that TPG/The Phillip’s Group be retained as Lessor’s architect in connection with the Turnkey Buildout. (D) For purposes of this Addendum No. 4, “Lessee Delay” shall be defined as follows: to the extent that Lessor has an obligation to design, construct, repair, rebuild, restore, install, order, obtain or complete any improvements in connection with the Turnkey Buildout, a delay in Lessor’s completion thereof caused by: (i) Lessee’s request for value engineering (including, without limitation, in connection with a Required Modification pursuant to Section 6(B) above) or any changes to any drawings, plans or specifications for the Turnkey Buildout (notwithstanding Lessor’s approval of such changes) after Lessor and Lessee have approved such drawings, plans or specifications; (ii) Lessee’s request for improvements, items, materials, finishes or installations (“Items/Finishes”) that are not consistent with the standards to which the base building systems have been designed; provided that, (1) Lessor (or Lessor’s contractor) shall notify Lessee of such lack of consistency with base building systems standards at the time such Item/Finish is requested or as soon as reasonably possible thereafter, and (2) following such notice, Lessee shall have a reasonable time period to reasonably select an alternative Item/Finish; (iii) Lessee’s request for Items/Finishes, other than (a) high temperature sprinkler heads or (b) Items/Finishes that match or are substantially similar to Lessee’s existing standard Items/Finishes (“Lessee Standard Items/Finishes”), that are not available as needed to meet Lessor’s (or Lessor’s contractor’s) schedule for Substantial Completion; provided that, (1) Lessor (or Lessor’s contractor) shall notify Lessee of any potential long lead items to the extent known to Lessor (or Lessor’s contractor) at the time such material, finish or installation is requested or as soon as reasonably possible thereafter, and (2) if the particular Item/Finish that is not available is a Lessee Standard Item/Finish, and the request for such Item/Finish cannot reasonably be accommodated within seven a reasonable period of time, then Lessee shall reasonably select an alternative Item/Finish; (7iv) days following Lessee’s request for or design of improvements that include items or improvements not typically found in the office space at first-class office buildings of comparable age and size in the downtown area of the District of Columbia; provided that, Lessor and Lessee agree that the design of a new IT equipment room for Lessee in the Demised Premises (replacing Lessee’s current IT equipment room which is located within the Give-Back Premises) shall be considered a typical improvement for purposes of this subsection (iv) so long as the design thereof substantially replicates the design of the existing IT equipment room; (v) Lessee’s or Lessee’s agent’s, representative’s or contractor’s interference with the work of Lessor, Lessor’s architect, or Lessor’s contractor; provided that, Lessor shall reasonably endeavor to provide Lessee with an opportunity to eliminate such conduct or circumstances that would constitute Lessee Delay under this subsection (v) by attempting to contact by telephone ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director of Real Estate and Administration, Phone (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇, DC Office Manager, Phone ▇▇▇-▇▇▇-▇▇▇▇ (or such other management officials as may be reasonably designated by Lessee), to explain the issue at hand; (vi) Lessee’s unreasonable withholding, conditioning or delaying of approval to (1) the plans and specifications prepared in connection with the Turnkey Buildout, and (2) any modifications to the construction budget to the extent the same are required to comply with Applicable Laws (i.e., a Required Modification pursuant to Section 6(B) above); (vii) Lessee’s failure to fully and timely comply with all deadlines and other terms and conditions of the Construction Plan or this Addendum No. 4; or (viii) any other act or omission by Lessee, or any employee, architect, agent, representative or contractor of Lessee (each party other than Lessee itself being a “Lessee Party”) constituting a Lessee Delay under the terms and conditions of this Addendum No. 4 or the Construction Plan attached hereto; provided that, if Lessor has actual knowledge of such act or omission by a Lessee Party immediately after such act or omission occurs, Lessor shall reasonably endeavor to provide Lessee with an opportunity to eliminate such conduct or circumstances that would constitute Lessee Delay under this subsection (viii) by attempting to contact by telephone ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director of Real Estate and Administration, Phone (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇, DC Office Manager, Phone ▇▇▇-▇▇▇-▇▇▇▇ (or such other management officials as may be reasonably designated by Lessee), to explain the issue at hand. (E) For purposes of this Addendum No. 4, “Substantial Completion” or “Substantially Completed” means that the construction of improvements to the Demised Premises in connection with the Turnkey Buildout has been completed, as reasonably determined by Landlord’s architect (based on the ability of Tenant to beneficially use and occupy such improved portions of the Demised Premises for their intended purposes), in accordance with (a) the applicable provisions of this ▇▇▇▇▇▇▇▇ ▇▇. ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (▇) the plans and specifications for such work, and (c) all Applicable Laws, except for minor details of construction, decoration and mechanical adjustments, if any, the noncompletion of which does not materially interfere with Lessee’s use of the Demised Premises or which in accordance with good construction practices should be completed after the completion of the final architectural, mechanical and engineering drawings. The Landlord will select the contractor within three (3) days following the receipt of such quotations, subject to the approval of the Tenant, acting reasonably. The Turnkey will be substantially complete on or before January 31, 2010, subject to delays caused by the Tenant and/or delays resulting from events that are beyond the reasonable control of the Landlord. The scope of the other work for the Turnkey shall include, but not limited to, the following: (a) demolish the existing improvements and construct new improvements in the Demised Premises as per the space plan attached hereto as Schedule “B-1”; (b) install new carpet in the Premises, in a colour to be selected by the Tenant from the Landlord’s standard samples for the or Building, to all areas without hardwood floors;.