Common use of Initial Alterations Clause in Contracts

Initial Alterations. Following the delivery of possession of the Premises to Tenant and Tenant’s payment of all Rent and security deposits required to be paid upon the execution of the Lease, Tenant shall have the right to perform certain alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9B of the Lease, including, without limitation, approval by Landlord of (a) the final plans for the Initial Alterations, (b) the contractors to be retained by Tenant to perform such Initial Alterations, and (c) the insurance coverage obtained by Tenant and its contractors in connection with the Initial Alterations. The final plans and specifications for the Initial Alterations presented to Landlord for approval shall be accompanied by a certificate from an AIA architect or licensed engineer that such plans and specifications comply in all material respects with all applicable laws, codes and regulations affecting the Building, Property and Premises. Landlord’s approval of Tenant’s plans shall not be unreasonably withheld, conditioned, or delayed as to nonstructural Alterations (nonstructural Alterations being those that do not affect the Building’s structure, roof, exterior or mechanical, electrical, plumbing, life safety or other Building systems or architectural design, character or use of the Building, Project or Premises). Within fourteen (14) days after receipt of the plans (unless the response reasonably requires a longer time), Landlord shall return one set of prints thereof with Landlord’s approval and/or required modifications noted thereon. If Landlord has approved such plans subject to modifications, such modifications shall be deemed to be acceptable to and approved by Tenant unless Tenant shall prepare and resubmit revised plans for further consideration by Landlord within fourteen (14) days. If Landlord has required modifications without approving the applicable plans, Tenant shall prepare and resubmit revised plans within fourteen (14) days for consideration by Landlord. All revised plans shall be submitted, with changes highlighted, and Landlord shall approve or disapprove such revised drawings within fourteen (14) days following receipt of the same. The foregoing submission process shall continue until Landlord has approved the plans. The final, approved plans shall constitute the “Final Plans.” Tenant shall be responsible for all elements of the Final Plans for the Initial Alterations (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of such plans shall in no event relieve Tenant of the responsibility therefor. Upon Landlord’s approval of the Final Plans, Tenant shall not materially modify, amend or alter the Final Plans (or any Initial Alterations shown thereon) without Landlord’s prior written approval. Landlord will not unreasonably withhold or delay its approval of any requested modifications, amendments or alterations to Final Plans (or any Initial Alterations shown thereon) requested by Tenant, and (unless the response reasonably requires a longer time) Landlord shall respond within fourteen (14) days to Tenant’s request. Any material changes in the Initial Improvements from Final Plans as approved by Landlord shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld or delayed as to nonstructural Alterations. Any deviation (other than immaterial changes that do not affect the quality or nature of the improvements or require an alteration in any Building mechanical, electrical, plumbing, fire or life-safety systems or Landlord’s permits and approvals) in construction from the Final Plans as approved by Landlord shall, at Landlord’s election, constitute a default for which Landlord may, after applicable notice and cure periods, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured in accordance with and in the time periods set forth in the Lease.

Initial Alterations. Following the delivery mutual execution of possession of the Premises to Tenant this Lease and Tenant’s 's payment of all Rent and security deposits required to be paid upon the execution of the Lease, Tenant shall have the right to perform certain alterations and improvements in the Premises (the “"Initial Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9B of the LeaseLease with respect to Alterations, including, without limitation, approval by Landlord of (a) the final plans for the Initial Alterations, (b) the contractors to be retained by Tenant to perform such Initial Alterations, and (c) the insurance coverage obtained by Tenant and its contractors in connection with the Initial Alterations. The final plans and specifications Landlord shall reimburse Tenant for up to $5,000.00 for the Initial Alterations presented to Landlord for approval shall be accompanied by a certificate from an AIA architect or licensed engineer that such plans initial space plan and specifications comply in all material respects with all applicable laws, codes and regulations affecting one revision (the Building, Property and Premises“Space Plan Allowance”). Landlord’s approval of Tenant’s plans shall not be unreasonably withheld, conditioned, or delayed as to nonstructural Alterations (nonstructural Alterations being those that do not affect the Building’s structure, roof, exterior or mechanical, electrical, plumbing, life safety or other Building systems or architectural design, character or use Upon completion of the Building, Project or Premises). Within fourteen (14) days after receipt of the plans (unless the response reasonably requires a longer time), Landlord shall return one set of prints thereof with Landlord’s approval and/or required modifications noted thereon. If Landlord has approved such plans subject to modifications, such modifications shall be deemed to be acceptable to and approved by Tenant unless Tenant shall prepare and resubmit revised plans for further consideration by Landlord within fourteen (14) days. If Landlord has required modifications without approving the applicable plansspace plan, Tenant shall prepare and resubmit revised plans within fourteen (14) days provide Landlord the invoice for consideration by Landlordsuch. All revised plans shall be submitted, with changes highlighted, and Landlord shall approve or disapprove such revised drawings reimburse Tenant for the Space Plan Allowance within fourteen ten (1410) days following receipt of the sameinvoice. The foregoing submission process shall continue until Landlord has approved the plans. The final, approved plans shall constitute the “Final Plans.” Tenant shall be responsible for all elements of the Final Plans plans for the Initial Alterations (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of such plans shall in no event relieve Tenant of the responsibility therefor. Upon Landlord’s 's approval of the Final Plans, Tenant shall not materially modify, amend or alter contractors to perform the Final Plans (or any Initial Alterations shown thereon) without Landlord’s prior written approval. Landlord will not unreasonably withhold or delay its approval of any requested modifications, amendments or alterations to Final Plans (or any Initial Alterations shown thereon) requested by Tenant, and (unless the response reasonably requires a longer time) Landlord shall respond within fourteen (14) days to Tenant’s request. Any material changes in the Initial Improvements from Final Plans as approved by Landlord shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld or delayed as to nonstructural Alterationswithheld. Any deviation (other than immaterial changes that do not affect the quality or nature Landlord's approval of the improvements general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required by Landlord, (iii) does not have the ability to be bonded for the work in an amount satisfactory to Landlord, (iv) does not provide current financial statements reasonably acceptable to Landlord, or require an alteration in any Building mechanical, electrical, plumbing, fire or life-safety systems or Landlord’s permits and approvals(v) in construction from the Final Plans is not licensed as approved by Landlord shall, at Landlord’s election, constitute a default for which Landlord may, after applicable notice and cure periods, elect to exercise the remedies available contractor in the event state and municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of default under the provisions of this Lease, unless such default is cured in accordance with and in the time periods set forth in the Leasereasons why Landlord may reasonably withhold its consent to a general contractor.

Initial Alterations. Following Landlord, provided Tenant is not in default after the delivery expiration of possession applicable cure periods, agrees to contribute (the "Work Allowance") an amount not to exceed eighty-one thousand three hundred ten and 50/100 dollars ($81,310.50) toward the cost of performing improvements to the Premises to Tenant and in preparation of Tenant’s payment of all Rent and security deposits required to be paid upon the execution of the Lease, Tenant shall have the right to perform certain alterations and improvements in the Premises 's occupancy thereof (the “"Initial Alterations”"). Notwithstanding , the foregoingcost of preparing design and construction documents for the Initial Alterations, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless cost of preparing mechanical and until Tenant has complied with all of the terms and conditions of Section 9B of the Lease, including, without limitation, approval by Landlord of (a) the final electrical plans for the Initial Alterations. The Work Allowance, less a 10% retainage (bwhich retainage shall be payable as part of the final draw) shall be paid to Tenant within thirty (30) days after receipt of the contractors following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be retained made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested, which waivers of lien shall be on the form specified by Tenant to perform the mechanics' lien laws of the State of Michigan, together with all such Initial Alterationsinvoices, and contracts, or other supporting data as Landlord or Landlord's Mortgagee may reasonably require; (civ) the insurance coverage obtained by Tenant and its contractors in connection with a cost breakdown for each trade or subcontractor performing the Initial Alterations. The final ; (v) plans and specifications for the Initial Alterations presented to Landlord for approval shall be accompanied by Alterations, together with a certificate from an AIA architect or licensed engineer that such plans and specifications comply in all material respects with all applicable laws, codes and regulations laws affecting the Building, Property and Premises. Landlord’s approval ; (vi) copies of Tenant’s plans shall not be unreasonably withheld, conditioned, or delayed as to nonstructural Alterations (nonstructural Alterations being those that do not affect the Building’s structure, roof, exterior or mechanical, electrical, plumbing, life safety or other Building systems or architectural design, character or use of the Building, Project or Premises). Within fourteen (14) days after receipt of the plans (unless the response reasonably requires a longer time), Landlord shall return one set of prints thereof with Landlord’s approval and/or required modifications noted thereon. If Landlord has approved such plans subject to modifications, such modifications shall be deemed to be acceptable to and approved by Tenant unless Tenant shall prepare and resubmit revised plans for further consideration by Landlord within fourteen (14) days. If Landlord has required modifications without approving the applicable plans, Tenant shall prepare and resubmit revised plans within fourteen (14) days for consideration by Landlord. All revised plans shall be submitted, with changes highlighted, and Landlord shall approve or disapprove such revised drawings within fourteen (14) days following receipt of the same. The foregoing submission process shall continue until Landlord has approved the plans. The final, approved plans shall constitute the “Final Plans.” Tenant shall be responsible for all elements of the Final Plans construction contracts for the Initial Alterations (includingImprovements, without limitationtogether with copies of all change orders, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment)if any, and Landlord’s (vii) a request to disburse from Tenant containing an approval of such plans shall in no event relieve by Tenant of the responsibility therefor. Upon Landlord’s approval work done and a good faith estimate of the Final Plans, Tenant cost to complete the Initial Alterations. In no event shall not materially modify, amend or alter Landlord be required to disburse the Final Plans (or any Work Allowance more than one time per month. If the cost of the Initial Alterations shown thereon) without Landlord’s prior written approvalexceeds the Work Allowance, the Work Allowance shall be disbursed in the proportion that the Work Allowance bears to the total cost of the Initial Alterations. Landlord will not unreasonably withhold or delay its approval If the cost of any requested modifications, amendments or alterations to Final Plans (or any the Initial Alterations shown thereon) requested by Tenantis less than the Work Allowance, and (unless any such unused Work Allowance shall accrue to the response reasonably requires a longer time) Landlord shall respond within fourteen (14) days to Tenant’s request. Any material changes in the Initial Improvements from Final Plans as approved by Landlord shall be subject to sole benefit of Landlord’s prior written approval, which shall not be unreasonably withheld or delayed as to nonstructural Alterations. Any deviation (other than immaterial changes that do not affect the quality or nature of the improvements or require an alteration in any Building mechanical, electrical, plumbing, fire or life-safety systems or Landlord’s permits and approvals) in construction from the Final Plans as approved by Landlord shall, at Landlord’s election, constitute a default for which Landlord may, after applicable notice and cure periods, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured in accordance with and in the time periods set forth in the Lease.

Initial Alterations. Following Lessor's Work -------------- Lessee shall accept the delivery of possession Premises in its "as is" condition as of the Commencement Date. It is expressly understood and agreed that Lessor shall have no responsibility or obligation to perform any work with respect to the shell, floor, entrance, mezzanine, walls, ceiling, lighting fixtures, HVAC system, toilet room, utilities systems, or otherwise with respect to the Premises except as set forth in Paragraph 2.2 of this Lease except as set forth below. Lessee Improvement Allowance ---------------------------- Lessor shall obtain three (3) bids to Tenant carpet and Tenant’s payment of all Rent and security deposits required to be paid upon repaint the execution existing office areas. The amount of the Leaselowest bid shall be provided to Lessee in the form of a Lessee Improvement Allowance ("Allowance"). Lessee shall be responsible, Tenant at Lessee's sole cost and expense, to complete said work during the construction of its additional offices. Lessor shall have the right also provide Lessee with an additional allowance ("Amortized Improvement Allowance") up to perform certain alterations Fifty Thousand and no/100 Dollars ($50,000.00) for Lessee's construction of improvements in the Premises (Premises. The Amortized Improvement Allowance shall be amortized over the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all Term of the terms Lease at an interest rate of Ten percent (10%) per annum and conditions paid as additional rent each month, along with, and in addition to Base Rent, throughout the Initial Lease Term. Lessee shall be responsible for any cost of Section 9B improvements beyond the total of the LeaseAllowance and the Amortized Improvement Allowance. The total amount of the Amortized Improvement Allowance shall be established upon completion of the improvements and shall be specified and mutually agreed upon in a Commencement Date Memorandum, including, without limitation, approval by Landlord of (a) attached hereto as Exhibit F. The Allowance and the final plans Amortized Improvement Allowance shall be used only for the Initial Alterationscost of construction and installation of the improvements, including all labor, materials, permits, fees, architectural and engineering fees and costs. In no event shall the Allowance or the Amortized Improvement Allowance be used for telephone/data cabling, furniture, fixtures, equipment, personal property, moving expenses, or as a credit against rent. Payment for Lessee Improvements -------------------------------- Lessee shall deliver to Lessor, invoices, and unconditional lien releases or other documentation ("Construction Invoices"), all reasonably satisfactory to Lessor, pertaining to the cost of the Improvements. Lessee shall, as hereinafter provided, receive the Allowance, and or the Amortized Improvement Allowance to reimburse Lessee, to the extent of costs for Improvements paid by Lessee. The Allowance, and or the Amortized Improvement Allowance shall be payable by Lessor to Lessee within thirty (30) days after (1) completion of the Improvements, (b2) the contractors Lessee has delivered to be retained Lessor reasonable documentation evidencing payment ("Lessee Payment") made by Tenant Lessee to perform such Initial Alterations, and (c) the insurance coverage obtained by Tenant and its contractors in connection with such Improvement work, together with unconditional lien releases reasonably satisfactory to Lessor, and (3) Lessee has opened for business, but in no event any later than six months after the Initial AlterationsCommencement Date of this Lease subject to 1 & 2 above. The final Notwithstanding any contrary provisions herein, payment by Lessor for such Improvement work shall not be due until Lessor has determined that (a) there are no applicable or claimed mechanic's liens, stop notices or the like, and (b) the Allowance, and or the Amortized Improvement Allowance are applied solely to Improvements depicted in the approved plans; provided that Lessor's determination of the foregoing shall be completed with thirty (30) days following completion of the Improvements. All other improvements to the Premises shall be at Lessee's sole cost and expense. Lessee's Work -------------- In the event Lessee does other improvements, Lessee agrees to furnish Lessor with two complete sets of Lessee's improvement plans and specifications for Lessor's written approval, which approval may be withheld or denied, in Lessor's sole and absolute discretion, prior to the Initial Alterations presented submission of said plans to Landlord for approval any and all governmental authorities and prior to the commencement of any improvement work. The plans shall be accompanied submitted to Lessor complete with all information required for Lessee's submission to the Department of Building and Safety for the City of Los Angeles for plan check and issuance of all required permits. The plans shall include mechanical and electrical drawings showing the location of partitions, ceiling plans including light fixtures, doors, wall finishes and floor coverings, and Lessee's special requirements, if any. The plans shall also include elevations of all storefront appearances, color board(s) indicating design finish selections and a floorplan indicating the placement of Lessee's fixtures. Any such special requirements shall conform to all applicable building codes, regulations and ordinances. EXHIBIT B - WORK LETTER (continued) Lessee's Work (Continued) The Plans shall be approved or disapproved by a certificate Lessor within five (5) business days after Lessor's receipt thereof; provided that failure of Lessor to respond within such five (5) business day period shall not be deemed approval. If Lessor disapproves the Plans, or any portion thereof, Lessor shall promptly notify Lessee of the revisions which Lessor requires in order to obtain Lessor's approval. Lessee shall, within five (5) business days from an AIA architect or licensed engineer that such Lessor's disapproval, submit to Lessor plans and specifications comply in all material respects with all applicable laws, codes and regulations affecting incorporating the Building, Property and Premisesrevisions required by Lessor. Landlord’s approval of Tenant’s plans shall not be unreasonably withheld, conditioned, or delayed as to nonstructural Alterations (nonstructural Alterations being those that do not affect the Building’s structure, roof, exterior or mechanical, electrical, plumbing, life safety or other Building systems or architectural design, character or use of the Building, Project or Premises). Within fourteen (14) days after receipt of the plans (unless the response reasonably requires a longer time), Landlord shall return one set of prints thereof with Landlord’s approval and/or required modifications noted thereon. If Landlord has approved such plans subject to modifications, such modifications shall be deemed to be acceptable to and approved by Tenant unless Tenant shall prepare and resubmit revised plans for further consideration by Landlord within fourteen (14) days. If Landlord has required modifications without approving the applicable plans, Tenant shall prepare and resubmit revised plans within fourteen (14) days for consideration by Landlord. All revised plans shall be submitted, with changes highlighted, and Landlord shall approve or disapprove such revised drawings within fourteen (14) days following receipt of the same. The foregoing submission process shall continue until Landlord has approved the plans. The final, approved plans shall constitute the “Final Plans.” Tenant shall be responsible for all elements of the Final Plans for the Initial Alterations (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of such plans shall in no event relieve Tenant of the responsibility therefor. Upon Landlord’s approval of the Final Plans, Tenant shall not materially modify, amend or alter the Final Plans (or any Initial Alterations shown thereon) without Landlord’s prior written approval. Landlord will not unreasonably withhold or delay its approval of any requested modifications, amendments or alterations to Final Plans (or any Initial Alterations shown thereon) requested by Tenant, and (unless the response reasonably requires a longer time) Landlord shall respond within fourteen (14) days to Tenant’s request. Any material changes in the Initial Improvements from Final Plans as approved by Landlord Said revisions shall be subject to Landlord’s prior written Lessor's approval, which approval shall not be unreasonably withheld or delayed as to nonstructural Alterationsdelayed. Any deviation (other than immaterial changes that do not affect The preceding process shall continue until the quality or nature of the improvements or require an alteration in any Building mechanical, electrical, plumbing, fire or life-safety systems or Landlord’s permits and approvals) in construction from the Final Plans as approved by Landlord shall, at Landlord’s election, constitute a default for which Landlord may, after applicable notice and cure periods, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured in accordance with and in the time periods set forth in the Leasehave been approved.