Common use of Construction of Expansion Premises Clause in Contracts

Construction of Expansion Premises. Additionally, Tenant shall have the right to elect to construct Improvements on the Premises as follows, in its sole election. 31 (a) Provided no Event of Default then exists hereunder, and subject to the terms of this Section 22.2, Tenant may elect to construct additional Improvements (any expansion improvements constructed on the Premises, hereinafter the “Expansion Premises”) on the Premises, at its sole cost and expense. Notwithstanding the foregoing, the Expansion Premises must be architecturally compatible with the existing Improvements on the Premises. Tenant shall deliver written notice to Landlord if it elects to exercise its option(s) under this Article XXII (hereinafter referred to as an “Expansion Notice”). Together with the Expansion Notice, Tenant shall deliver to Landlord proposed plans and specifications for the construction of the Expansion Premises, which shall be subject to the review and written approval of Landlord prior to commencement of construction, not to be unreasonably withheld, conditioned or delayed. Following receipt of Landlord’s written approval, Tenant shall cause the Expansion Premises to be constructed in accordance with the approved set of plans and specifications. Any material changes or revisions shall be approved by Landlord prior to construction. In the event that Tenant commences construction of the Expansion Premises, Tenant covenants to complete construction and to obtain a Certificate of Occupancy (as defined herein) for the Expansion Premises. The term “Certificate of Occupancy” as used herein shall mean certificate(s) from all applicable governmental agencies indicating that the Expansion Premises (i) may be occupied and operated by Tenant for its intended purpose, and (ii) has been constructed in accordance with all Requirements, Approvals and the plans and specifications submitted to the governmental authority.

Construction of Expansion Premises. Additionally, Tenant shall have the right to elect to construct Improvements on the Premises as follows, in its sole election. 31. (a) Provided no Event of Default then exists hereunder, and subject to the terms of this Section 22.2, Tenant may elect to construct additional Improvements (any expansion improvements constructed on the Premises, hereinafter the “Expansion Premises”) on the Premises, at its sole cost and expense. Notwithstanding the foregoing, the Expansion Premises must be architecturally compatible with the existing Improvements on the Premises. Tenant shall deliver written notice to Landlord if it elects to exercise its option(s) under this Article XXII (hereinafter referred to as an “Expansion Notice”). Together with the Expansion Notice, Tenant shall deliver to Landlord proposed plans and specifications for the construction of the Expansion Premises, which shall be subject to the review and written approval of Landlord prior to commencement of construction, not to be unreasonably withheld, conditioned or delayed. Following receipt of Landlord’s written approval, Tenant shall cause the Expansion Premises to be constructed in accordance with the approved set of plans and specifications. Any material changes or revisions shall be approved by Landlord prior to construction. In the event that Tenant commences construction of the Expansion Premises, Tenant covenants to complete construction and to obtain a Certificate of Occupancy (as defined herein) for the Expansion Premises. The term “Certificate of Occupancy” as used herein shall mean certificate(s) from all applicable governmental agencies indicating that the Expansion Premises (i) may be occupied and operated by Tenant for its intended purpose, and (ii) has been constructed in accordance with all Requirements, Approvals and the plans and specifications submitted to the governmental authority.

Construction of Expansion Premises. Additionally, Tenant shall have To the right extent Landlord is ---------------------------------- required to elect or otherwise elects to construct Improvements on the Premises as follows, in its sole election. 31 (a) Provided no Event of Default then exists hereunder, and subject to the terms of this Section 22.2, Tenant may elect to construct additional Improvements (any expansion improvements constructed on the Expansion Premises, hereinafter the “Expansion Premises”) on the Premises, at its sole cost Landlord shall construct and expense. Notwithstanding the foregoing, improve the Expansion Premises must to a condition substantially similar in form, content, configuration and finish to the Building and the site improvements provided by Landlord as part of the initial Landlord's Work under the Work Letter, which Expansion Premises shall be architecturally compatible with constructed in a "project northerly" (true northwesterly) direction and shall be approximately as shown in the existing Improvements on attached Exhibit "D" (provided, however, that the Premisessize, shape and configuration of the Building and related site improvements shown in Exhibit "D" shall be adjusted to reflect the size of any particular expansion elected by Tenant). Following Tenant's exercise of any Expansion Option, Landlord and Tenant shall deliver written notice to Landlord if it elects to exercise its option(s) under this Article XXII (hereinafter referred to as an “Expansion Notice”). Together with the Expansion Notice, Tenant shall deliver to Landlord proposed plans and specifications agree on a mutually acceptable schedule for the construction of the Expansion PremisesPremises (which schedule shall, which shall be subject to at a minimum, provide for the review and written approval substantial completion of Landlord prior to commencement of construction, not to be unreasonably withheld, conditioned or delayed. Following receipt of Landlord’s written approval, Tenant shall cause the Expansion Premises not later than twelve (12) months after the date Tenant exercises such Expansion Option). Following the parties approval of a mutually acceptable work schedule with respect to be constructed the Expansion Premises, Landlord shall construct the Expansion Premises in accordance with the covenants, terms and conditions of the Work Letter (except that Section 1 of the Work Letter shall reflect the time-table set forth in the mutually approved set work schedule described above, the deadlines prescribed by this Section 1(c) and the amount of plans and specifications. Any material changes or revisions the Change Order Fund shall be approved by revised to reflect the figure set forth in Section 1(c)(3)(ii) of this Lease). Landlord prior to construction. In the event that Tenant commences construction of the Expansion Premises, Tenant covenants to complete construction and to obtain a Certificate of Occupancy (as defined herein) for the Expansion Premises. The term “Certificate of Occupancy” as used herein shall mean certificate(s) from all applicable governmental agencies indicating that construct the Expansion Premises (i) may be occupied in a time and operated by Tenant for its intended purpose, manner required to minimize interruption with Tenant's conduct of business and (ii) has been constructed in accordance with all Requirements, Approvals and use of the plans and specifications submitted to the governmental authoritythen-existing Premises.

Construction of Expansion Premises. AdditionallyExcept as otherwise provided for herein, Tenant construction of tenant improvements to the Second Amendment Premises and all matters related thereto shall have be handled in substantially the right same manner as provided for under Exhibit C of the Lease ("Exhibit C") as if fully restated herein, but subject to elect the following modifications as to construct Improvements on timing and other points of detail pertaining specifically to the Second Amendment Premises as follows(or the applicable portion thereof), in its sole electionrather than the Initial Premises and/or the Expansion Premises. 31B01 l590841U/3120J-0CYJl54 (a) Provided no Event of Default then exists hereunderExcept where the context requires otherwise, and subject all references in Exhibit C to the terms of this Section 22.2, Tenant may elect "Premises" shall mean and refer to construct additional Improvements the Second Amendment Premises or the applicable portion thereof. (any expansion improvements constructed on b) All references in Exhibit C to the Premises, hereinafter "Approved Design Schedule'' shall mean the “Expansion Premises”) on the Premises, at its sole cost and expense. Notwithstanding the foregoing, the Expansion Premises must be architecturally compatible with the existing Improvements on the Premises. Tenant shall deliver written notice to Landlord if it elects to exercise its option(s) under this Article XXII (hereinafter referred to as an “Expansion Notice”). Together with the Expansion Notice, Tenant shall deliver to Landlord proposed plans and specifications approved schedule for the construction preparation, review and approval of the Expansion PremisesConstruction Documents as set forth in Second Amendment Schedule C-1 attached hereto. (c) All references in Exhibit C to the "Approved Schedule" shall mean the approved schedule for Completion of Landlord's Work as set forth in Second Amendment Schedule C-1 attached hereto. (d) All references in Exhibit C to the "Approved Schematic Drawings" shall mean the as built plans attached hereto as Second Amendment Schedule C-3. (e) There shall be no Base Building Construction Contract or Base Building GC for the remaining Base Building Improvements. The parties agree that any remaining Base Building Improvements that have not yet been completed for the Second Amendment Premises shall be completed by the TI GC pursuant to the TI Construction Contract, but pursuant to a separate scope of work which shall be bid separately from the Landlord's TI Work. (f) The last sentence of the definition of "Excess TI Costs" shall be deemed amended substituting "Part IV" in place of "Part VII". (g) All references in Exhibit C to the "Landlord's Architect" shall mean, initially, The Design Alliance, and any other architect selected by Landlord to replace or supplement such architect. (h) All references in Exhibit C to the "Tenant's Architect" shall mean, initially, The Design Alliance, and any other architect selected by Tenant to replace or supplement such architect, subject to the review and written approval of Landlord prior to commencement of construction, not to be unreasonably withheld, conditioned or delayed. Following receipt of Landlord’s written approval, Tenant shall cause the Expansion Premises to be constructed in accordance with the approved set of plans and specifications. Any material changes or revisions shall be approved by Landlord prior to construction. In the event that Tenant commences construction of the Expansion Premises, Tenant covenants to complete construction and to obtain a Certificate of Occupancy (as defined herein) for the Expansion Premises. The term “Certificate of Occupancy” as used herein shall mean certificate(s) from all applicable governmental agencies indicating that the Expansion Premises 's reasonable consent. (i) may be occupied The "Steel Erection Completion Deadline" shall have no application to the Second Amendment Premises. (j) All references in Exhibit C to the 'Test-Fit Allowance" shall have no applicability to the Second Amendment Premises, and operated by Tenant for its intended purposeLandlord shall have no obligation to provide any Test Fit Allowance with respect to the Second Amendment Premises. (k) All references in Exhibit C to the "TI Allowance" shall mean (i) with respect to Second Amendment Premises A, an amount equal to the product of (1) One Hundred Twenty Eight Thousand Five Hundred forty-One and 00/100 Dollars ($128,541.00) (calculated based upon Twenty-One and 00/100 Dollars ($21.00) per rentable square foot of the Second Amendment Premises A), times (2) a fraction, the numerator of which is the number of full months remaining in the Term (exclusive of any Renewal Terms) as of Second Amendment BO! 15908418 8; 32203-000154 Expansion Commencement Date A and the denominator of which is sixty-four (64), and (ii) has been constructed with respect to Second Amendment Premises B, an amount equal to the product of (1) One Hundred Thousand Five Hundred Twenty-Seven and 00/100 Dollars ($100,527.00) (calculated based upon Twenty-One and 00/100 Dollars ($21.00) per rentable square foot of the Second Amendment Premises B), times (2) a fraction, the numerator of which is the number of full months remaining in accordance with all Requirements, Approvals the Term (exclusive of any Renewal Terms) as of Second Amendment Expansion Commencement Date B and the plans denominator of which is sixty-four (64). By way of examples only, (A) if the Second Amendment Expansion Commencement Date A is April 1, 2008, the TI Allowance with respect to Second Amendment Premises B shall be Ninety Thousand Three Hundred Eighty and specifications submitted 80/100 Dollars ($90,380.39) calculated as follows: $128,541.00 x (45/64) = $90,380.39, and (B) if the Second Amendment Expansion Commencement Date B is October 1, 2008, the TI Allowance with respect to the governmental authoritySecond Amendment Premises B shall be Sixty-One Thousand Two Hundred Fifty-Eight and 64/100 Dollars ($61,258.64) calculated as follows: $100,527.00 x (39/64) = $61,258.64.

Construction of Expansion Premises. AdditionallyExcept as otherwise provided for herein, Tenant construction of tenant improvements to the Expansion Premises and all matters related thereto shall have be handled in substantially the right same manner as provided for under Exhibit C of the Lease ("Exhibit C") as if fully restated herein, but subject to elect the following modifications as to construct Improvements on timing and other points of detail pertaining specifically to the Expansion Premises as follows(or the applicable portion thereof), in its sole election. 31rather than the Initial Premises. (a) Provided no Event of Default then exists hereunderExcept where the context requires otherwise, and subject all references in Exhibit C to the terms of this Section 22.2, Tenant may elect "Premises" shall mean and refer to construct additional Improvements (any expansion improvements constructed on the Premises, hereinafter the “Expansion Premises”) on the Premises, at its sole cost and expense. Notwithstanding the foregoing, the Expansion Premises must or the applicable portion thereof. (b) All references in Exhibit C to the "Approved Design Schedule" shall mean the approved schedule for the preparation, review and approval of the Construction Documents as set forth in First Amendment Schedule C-1 attached hereto. (c) All references in Exhibit C to the "Approved Schedule" shall mean the approved schedule for Completion of Landlord's Work as set forth in First Amendment Schedule C-1 attached hereto. (d) All references in Exhibit C to the "Approved Schematic Drawings" shall mean the as built plans attached hereto as First Amendment Schedule C-3. (e) There shall be architecturally compatible no Base Building Construction Contract or Base Building GC for the remaining Base Building Improvements. The parties agree that any remaining Base Building Improvements that have not yet been completed for the Expansion Premises shall be completed by the TI GC pursuant to the TI Construction Contract, but pursuant to a separate scope of work which shall be bid separately from the Landlord's TI Work. (f) The last sentence of the definition of "Excess TI Costs" shall be deemed amended substituting "Part IV" in place of "Part VII". (g) All references in Exhibit C to the "Landlord's Architect" shall mean, initially, The Design Alliance, and any other architect selected by Landlord to replace or supplement such architect. (h) All references in Exhibit C to the "Tenant's Architect" shall mean, initially, The Design Alliance, and any other architect selected by Tenant to replace or supplement such architect, subject to Landlord's reasonable consent. (i) The "Steel Erection Completion Deadline" shall have no application to the Expansion Premises. (j) All references in Exhibit C to the "Test-Fit Allowance" shall mean an aggregate amount equal to Four Thousand Four Hundred Ninety-One and 90/100 Dollars ($4,491.90), calculated based upon fifteen cents ($0.15) per rentable square foot of the Expansion Premises. One-half of the Test-Fit Allowance is allocated to Expansion Premises A and one-half to Expansion Premises B. (k) All references in Exhibit C to the "TI Allowance" shall mean an aggregate amount equal to Six Hundred Twenty-Eight Thousand Eight Hundred Sixty-Six and 00/100 Dollars ($628,866.00), calculated based upon Twenty-One and 00/100 Dollars ($21.00) per rentable square foot of the Expansion Premises. One-half of the TI Allowance is allocated to Expansion Premises A and one-half to Expansion Premises B. (l) All references in Exhibit C to the "TI Construction Contract" shall mean the construction contract entered into with the existing Improvements on the Premises. Tenant shall deliver written notice to Landlord if it elects to exercise its option(s) under this Article XXII (hereinafter referred to as an “Expansion Notice”). Together with the Expansion Notice, Tenant shall deliver to Landlord proposed plans and specifications TI GC for the construction of the Expansion PremisesLandlord's TI Work and the remaining Landlord's Base Building Work, provided that such TI Construction Contract shall contain a separate scope of work for Landlord's Base Building Work which shall be subject to priced separately from the review and written approval Landlord's TI Work. (m) The definition of Landlord prior to commencement of construction, not to "TI GC" shall be unreasonably withheld, conditioned or delayed. Following receipt of Landlord’s written approval, Tenant deemed amended by deleting the word "by" from the first line thereof. (n) Section I.F. entitled "Timing" shall cause the Expansion Premises to be constructed in accordance replaced with the approved following: "Landlord and Tenant acknowledge that all specific dates set of plans and specifications. Any material changes or revisions shall be approved by Landlord prior forth in this Exhibit C as they relate to construction. In the event that Tenant commences construction of the Expansion Premises, Tenant covenants to complete construction including the dates set forth in the Approved Schedule, the dates set forth for initial submission of the Space Plan and to obtain a Certificate of Occupancy (as defined hereinthe TI Plans and the dates set forth in Section III.C.(i) for the Expansion Premises. The term “Certificate of Occupancy” as used herein shall mean certificate(s) from all applicable governmental agencies indicating that the Expansion Premises (i) may be occupied and operated by Tenant for its intended purpose, and (ii) has (as dates upon which Tenant may have the right to terminate this First Amendment in its entirety or solely as to Expansion Premises B if certain events have not occurred by such dates), and all other dates derived therefrom in this Exhibit C, are predicated on the assumption that this First Amendment will be executed and delivered on or before March 1, 2005. Accordingly, and notwithstanding any provision of this Exhibit C to the contrary, in the event this First Amendment was not executed and delivered by Tenant on or before March 1, 2005, then (in addition to all other extensions which may be contemplated herein due to Landlord Delays, Tenant Delays and/or Force Majeure, if any) each such date referenced herein shall be deemed to have been constructed in accordance with all Requirementsextended one (1) day for each day elapsing between March 1, Approvals 2005 and the plans date upon which this First Amendment is executed and specifications submitted delivered by Tenant, provided, however, that the Expansion. Premises A Rent Abatement Period shall be reduced one day for each day elapsing between March 1, 2005 and the date upon which this First Amendment is executed and delivered by Tenant to Landlord." (o) Section III.B.(ii)(B) shall be amended to delete all of the text of clause (b) which begins "an amount equal to the governmental authoritydifferential" and ends with "is achieved by Landlord" and substitute in its stead ''zero”. (p) Section III.C.(ii) shall be replaced with the following: