"2007 MODEL
DESIGN").
BY NOVEMBER 30, 2007, LICENSEE WILL INCORPORATE INTO THE 2007 MODEL
DESIGN ANY DESIRED MODIFICATIONS OR SCOPE ADJUSTMENTS REQUESTED BY TDSF OR
LICENSEE THAT HAVE BEEN SUBMITTED TO AND APPROVED BY TDSF PURSUANT TO
SECTION 9.19.2 OF THE LICENSE AGREEMENT, WHICH MODIFICATIONS AND SCOPE
ADJUSTMENTS WILL BE EFFECTIVE FOR ALL FACILITIES UTILIZING THE 2007 MODEL DESIGN
WITH RESPECT TO WHICH THE REFURBISHMENT OR CONSTRUCTION COMMENCES AFTER JANUARY
1, 2008 OR, WITH RESPECT TO ANY SUCH MODIFICATIONS OR SCOPE ADJUSTMENTS THAT ARE
SUBSTANTIAL IN NATURE, AFTER THE EARLIEST, REASONABLY PRACTICABLE DATE IN 2008.
IN ORDER TO SATISFY THE JUNE 27, 2007 DEADLINE, THE PARTIES WILL COMPLY WITH THE
FOLLOWING SUBMISSION AND RESPONSE TIMELINE, EACH SUCH SUBMISSION TO BE SUBJECT
TO THE TERMS OF SECTION 9.19.2 OF THE LICENSE AGREEMENT:
Licensee Submission of Draft Facility Designs:
May 16, 2007
TDSF Response to Draft Facility Designs:
May 31, 2007
Licensee Submission of Final Facility Designs:
June 13, 2007
TDSF Response to Final Facility Designs:
June 27, 2007
(B)
LICENSEE WILL IMPLEMENT THE 2007 MODEL DESIGN IN (I) THE NINE (9)
FACILITIES SET FORTH ON EXHIBIT 1-A HERETO IN ACCORDANCE WITH THE TIMELINES SET
FORTH ON EXHIBIT 1-A (PROVIDED THAT, AS NOTED ON EXHIBIT 1-A, LICENSEE SHALL BE
ENTITLED TO IMPLEMENT THE P&G MAINTENANCE PLAN (RATHER THAN THE 2007 MODEL
DESIGN) AT THE FACILITY LOCATED AT CRENSHAW PLAZA, CRENSHAW, CALIFORNIA), AND
(II) THE EIGHTEEN (18) NEW FACILITIES SET FORTH ON EXHIBIT 1-B HERETO DURING
EITHER THE CONTRACT YEAR ENDING JANUARY 31, 2008 OR THE CONTRACT YEAR ENDING
JANUARY 31, 2009.
LICENSEE WILL BE ENTITLED TO PROPOSE SUBSTITUTES TO THE
FACILITIES LISTED ON EXHIBIT 1-A OR EXHIBIT 1-B HERETO, PROVIDED THAT (1)
LICENSEE WILL BE REQUIRED TO SUBSTITUTE AN EXISTING FACILITY OF THE SAME "TYPE"
AS THE REPLACED FACILITY AS SET FORTH ON SUCH EXHIBITS, (2) THE TIMELINE FOR ANY
SUBSTITUTE FACILITY ON EXHIBIT 1-A WILL REMAIN THE SAME AS THE TIMELINE FOR THE
REPLACED FACILITY, UNLESS OTHERWISE AGREED TO IN WRITING BY TDSF IN ITS SOLE
DISCRETION, AND (3) ALL SUBSTITUTIONS WILL BE SUBJECT TO TDSF'S APPROVAL IN ITS
SOLE DISCRETION.
IN ADDITION, LICENSEE WILL BE ENTITLED TO PROPOSE UP TO FOUR
(4) NEW FACILITIES OTHER THAN THOSE SET FORTH ON EXHIBIT 1-B HERETO IN WHICH TO
IMPLEMENT THE 2007 MODEL DESIGN DURING THE CONTRACT YEAR ENDING JANUARY 31,
2008, SUBJECT TO LICENSEE'S COMPLIANCE WITH ALL OF THE APPROVAL REQUIREMENTS
UNDER SECTION 9.19 OF THE LICENSE AGREEMENT.
(C)
DURING THE CONTRACT YEARS ENDING JANUARY 31, 2008, 2009, 2010,
2011 AND 2012, LICENSEE WILL IMPLEMENT THE 2007 MODEL DESIGN IN THE FACILITIES
SET FORTH ON EXHIBIT 2 HERETO IN ACCORDANCE WITH THE TIMELINE SET FORTH ON SUCH
EXHIBIT.
(D)
LICENSEE WILL BE ENTITLED TO PERFORM ITS OBLIGATIONS UNDER THIS
SECTION A.1 BY IMPLEMENTING THE 2007 MODEL DESIGN IN EITHER EXISTING OR NEW
FACILITIES, SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 9.3.1(A) OF THE
LICENSE AGREEMENT, WHICH IS HEREBY DELETED AND REPLACED IN ITS ENTIRETY WITH THE
FOLLOWING (WHICH AMENDMENT OF SECTION