Common use of Alterations Allowance Clause in Contracts

Alterations Allowance. Landlord hereby grants Tenant the right to use up to $500,000.00 (the “Alterations Allowance”) for the reimbursement of costs expended by Tenant for the purchase and installation of improvements or FF&E which are permanently affixed to or used in the Premises (the “Refurbishments”). Tenant shall construct any Refurbishments constituting improvements as “Alterations” in accordance with the terms of this Article 8; provided, however, Tenant shall not be required to provide a bond under the last sentence of Section 8.4 with respect thereto. If Tenant elects to use any portion of the Refurbishment Allowance, Tenant shall provide written notice thereof to Landlord, together with invoices marked paid or other reasonable evidence of costs expended by Tenant on the Refurbishments, and with applicable lien releases (the “Disbursement Request”). All Disbursement Requests must be made, if at all, on or before the later of November 30, 2015, and six (6) months after the Lease Commencement Date. Tenant shall have no right to access any portion of the Alterations Allowance after such date. Landlord shall pay the applicable portion of the Alterations Allowance to Tenant within thirty (30) days after receipt of a Disbursement Request. If Tenant elects to use any portion of the Alterations Allowance, then Tenant shall be required to pay to Landlord, as Additional Rent under this Lease, the “Additional Monthly Base Rent” as defined below, to repay the Alterations Allowance to Landlord, on a monthly basis on each month during HCP, INC. [Eccles Business Park]

Alterations Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, Landlord hereby grants Tenant shall contribute toward the right cost of the design, construction and installation of the Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Alteration Operations Fee) an amount not to use up to exceed Sixty-Two Thousand Eight Hundred Seventy-Two and 50/100 Dollars ($500,000.00 62,872.50) (the “Alterations Allowance”) for ). At Tenant’s option, Tenant may apply portions of the reimbursement Alterations Allowance to the cost of furniture, fixtures, equipment or moving costs expended by Tenant for the purchase and installation of improvements or FF&E which are permanently affixed to or used in the Premises (the “RefurbishmentsPermitted Non-Construction Costs”). Tenant shall construct any Refurbishments constituting improvements as “Alterations” in accordance with the terms of this Article 8; provided, however, Tenant shall not be required to provide a bond under the last sentence of Section 8.4 with respect thereto. If Tenant elects to use any portion of the Refurbishment Allowance, Tenant shall provide written notice thereof to Landlord, together with invoices marked paid or other reasonable evidence of costs expended by Tenant on the Refurbishments, and with applicable lien releases (the “Disbursement Request”). All Disbursement Requests must be made, if at all, on or before the later of November 30, 2015, and six (6) months after the Lease Commencement Date. Tenant shall have In no right to access event may any portion of the Alterations Allowance after such date(A) be applied to any portion of the Premises which is then the subject of a sublease, (B) be used to prepare any portion of the Premises for a proposed subtenant or assignee or (C) be applied to free rent, excepts as set forth in the immediately following sentence. At Tenant’s option, Tenant may apply up to Thirty-One Thousand Four Hundred Thirty-Six and 25/100 ($31,436.25) of the Alterations Allowance to free rent. Further, Tenant shall not be entitled to receive (and Landlord shall pay the applicable have no obligation to disburse) or apply to free rent all or any portion of the Alterations Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement or application. Notwithstanding anything to Tenant within thirty the contrary in this Paragraph 4.b.i., the Alterations Allowance shall be available for disbursement or application pursuant to the terms hereof only during the period commencing on the date hereof and ending on October 1, 2014 (30) days after receipt of a Disbursement Requestthe “Allowance Availability Period”). If Tenant elects to use Accordingly, if any portion of the Alterations AllowanceAllowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) or applied as free rent prior to the end of the Allowance Availability Period, then Tenant such unused portion shall be required to pay to Landlord, as Additional Rent under this Lease, the “Additional Monthly Base Rent” as defined below, to repay the Alterations Allowance to Landlord, on a monthly basis on each month during HCP, INC. [Eccles Business Park]forfeited by Tenant.

Alterations Allowance. Tenant may improve and refurbish the F-3 Additional Space and Must-Take Space after the initial delivery thereof by Landlord hereby grants to Tenant. Any such improvement and refurbishment shall be considered Tenant the right to use up to $500,000.00 (the “Alterations Allowance”) for the reimbursement of costs expended by Tenant for the purchase and installation of improvements or FF&E which are permanently affixed to or used in the Premises (the “Refurbishments”)under Lease Article 9. Tenant shall construct be paid or credited with an allowance (the "IMPROVEMENT ALLOWANCE") of Twenty-Four Thousand Nine Hundred Fifty-Five Dollars ($24,955.00) ($5.00 per square foot of Rentable Area in the F-3 Additional Space and Must-Take Space). The Improvement Allowance shall be used solely for the costs of design, including engineering plans and specifications, purchase, installation and construction of improvements which constitute permanent improvements to the F-3 Additional Space and Must-Take Space, including, without limitation, carpeting. The Improvement Allowance shall 5 not be used for furniture or furnishings unless the same are built into the F-3 Additional Space or Must-Take Space and surrendered to Landlord upon expiration of the Lease. Notwithstanding the foregoing, the Improvement Allowance may be used for reasonable costs incurred in moving into the F-3 Additional Space and Must-Take Space and installation costs incurred in connection with the permanent wiring of telecommunications systems in the F-3 Additional Space and Must-Take Space. The Improvement Allowance shall not be available for any Refurbishments constituting improvements costs incurred after June 1, 1998. Portions of the Improvement Allowance shall be advanced to Tenant periodically on a monthly basis after commencement of construction and/or refurbishment by Tenant within the F-3 Additional Space and/or Must-Take Space and after Tenant has delivered to Landlord copies of the original invoices for Tenant's work or labor performed and materials or supplies furnished, and, to the extent used for permanent or built-in improvements, a certificate from Tenant's architect or engineer certifying that the work and materials have been furnished as “Alterations” indicated in such statement and that such work and materials have been substantially completed in accordance with the terms of this Article 8; providedplans therefor. Tenant shall obtain such verification and reports from contractors, however, Tenant subcontractors and materialmen and shall satisfy such other standard construction loan disbursement conditions as may reasonably be required by Landlord. Landlord shall not be required to provide a bond under pay more than the last sentence of Section 8.4 Improvement Allowance toward all costs, expenses and charges related to Tenant's improvement and initial occupancy expenses with respect thereto. If Tenant elects to use any portion of the Refurbishment Allowance, Tenant shall provide written notice thereof to Landlord, together with invoices marked paid or other reasonable evidence of costs expended by Tenant on the Refurbishments, F-3 Additional Space and with applicable lien releases (the “Disbursement Request”). All Disbursement Requests must be made, if at all, on or before the later of November 30, 2015, and six (6) months after the Lease Commencement DateMust-Take Space. Tenant shall have no right not be entitled to access any portion payment or rent reduction for any part of the Alterations Improvement Allowance after such date. Landlord shall pay the applicable portion of the Alterations Allowance to Tenant within thirty (30) days after receipt of a Disbursement Request. If Tenant elects to use any portion of the Alterations Allowance, then Tenant shall be required to pay to Landlord, as Additional Rent under this Lease, the “Additional Monthly Base Rent” as defined below, to repay the Alterations Allowance to Landlord, on a monthly basis on each month during HCP, INC. [Eccles Business Park]not used by Tenant.

Alterations Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, Landlord hereby grants Tenant shall contribute toward the right cost of the design, construction and installation of the Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Alteration Operations Fee provided for in Paragraph 9.a. below) an amount not to use up to exceed One Million Seventy-One Thousand Nine Hundred Sixty-Six and No/100ths Dollars ($500,000.00 1,071,966.00) (the “Alterations Allowance”). No portion of the Alterations Allowance may (A) for be applied to the reimbursement cost of costs expended by Tenant for the purchase and installation equipment, trade fixtures, moving expenses, furniture, signage or cabling, (B) be applied to any portion of improvements or FF&E which are permanently affixed to or used in the Premises which is then the subject of a sublease, or (C) be used to prepare any portion of the “Refurbishments”)Premises for a proposed subtenant or assignee. Tenant shall construct any Refurbishments constituting improvements as “Alterations” in accordance with Notwithstanding anything to the terms of this Article 8; provided, howevercontrary herein, Tenant shall not be required entitled to provide a bond under the last sentence of Section 8.4 with respect thereto. If Tenant elects to use any portion of the Refurbishment Allowance, Tenant shall provide written notice thereof to Landlord, together with invoices marked paid or other reasonable evidence of costs expended by Tenant on the Refurbishments, receive (and with applicable lien releases (the “Disbursement Request”). All Disbursement Requests must be made, if at all, on or before the later of November 30, 2015, and six (6) months after the Lease Commencement Date. Tenant Landlord shall have no right obligation to access disburse) all or any portion of the Alterations Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement, but Tenant shall be entitled to receive the subject disbursement after such datedefault is cured, subject to Tenant complying with all other conditions for the disbursement provided for herein within the Availability Period (as defined below). Landlord Notwithstanding anything to the contrary in this Paragraph 4.b., the Alterations Allowance shall pay be available for disbursement pursuant to the applicable terms hereof only during the fifteen (15) month period (the “Availability Period”) commencing on the Delivery Date. Accordingly, if any portion of the Alterations Allowance has not been utilized (and Tenant has not submitted to Tenant within thirty (30Landlord invoices evidencing such costs) days after receipt of a Disbursement Request. If Tenant elects prior to use any portion the end of the Alterations AllowanceAvailability Period, then Tenant such unused portion shall be required to pay to Landlord, as Additional Rent under this Lease, the “Additional Monthly Base Rent” as defined below, to repay the Alterations Allowance to Landlord, on a monthly basis on each month during HCP, INC. [Eccles Business Park]forfeited by Tenant.

Alterations Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, Landlord hereby grants shall provide Tenant the right to use with an allowance of up to Two Million Seven Hundred Seven Thousand Nine Hundred Twenty Dollars ($500,000.00 (the “2,707,920.00)(the "Alterations Allowance”") to be applied toward the cost of the Initial Alterations, of which not more than Three Hundred Twenty Eight Thousand Nine Hundred Twenty Dollars ($328,920.00) of the Alterations Allowance may be applied to the Initial Alterations in the Ground Floor Premises. Further, not more than One Hundred Sixty Seven Thousand Four Hundred Nine Dollars ($167,409.00) of the Alterations Allowance may be applied to Tenant's reasonable space planning, architectural and engineering costs for the reimbursement design of costs expended by Tenant for the purchase and installation Initial Alterations. No portion of improvements the Alterations Allowance may (A) be applied to the cost of equipment, trade fixtures, moving expenses, furniture, signage, computer cabling or FF&E which are permanently affixed free rent, (B) be applied to or used in any portion of the Premises which is then the subject of a sublease, or (C) be used to prepare any portion of the “Refurbishments”)Premises for a proposed subtenant or assignee. Tenant shall construct any Refurbishments constituting improvements as “Alterations” in accordance with the terms of this Article 8; provided, howeverFurther, Tenant shall not be required entitled to provide a bond under the last sentence of Section 8.4 with respect thereto. If Tenant elects to use any portion of the Refurbishment Allowance, Tenant shall provide written notice thereof to Landlord, together with invoices marked paid or other reasonable evidence of costs expended by Tenant on the Refurbishments, receive (and with applicable lien releases (the “Disbursement Request”). All Disbursement Requests must be made, if at all, on or before the later of November 30, 2015, and six (6) months after the Lease Commencement Date. Tenant Landlord shall have no right obligation to access disburse) all or any portion of the Alterations Allowance after if Tenant is in default under the Lease at the time Tenant requests such datedisbursement. Notwithstanding anything to the contrary in this Paragraph 4.b., the Alterations Allowance shall be available for disbursement pursuant to the terms hereof only during the period commencing on the Commencement Date and ending on December 1, 2005 (the "Allowance Availability Period"). Accordingly, if any portion of the Alterations Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to expiration of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Landlord shall disburse the Alterations Allowance for the Initial Alterations directly to Tenant's Contractor, or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Landlord's disbursements shall be conditioned upon Landlord's receipt of (I) invoices of Tenant's Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials actually delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (II) conditional lien waivers executed by Tenant's Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (III) unconditional lien waivers executed by Tenant's Contractor and the persons and entities performing the work or supplying the materials covered by Landlord's previous disbursement for the work or materials covered by such previous disbursements (all such waivers to be in the form prescribed by California law). No payment will be made for materials or supplies not on site. Landlord may withhold the amount of any and all retention percentages provided for in original contracts or subcontracts until expiration of the applicable lien periods or receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California law) from Tenant's Contractor, subcontractors or suppliers, as applicable. Tenant shall pay for all costs of the construction of the Initial Alterations in excess of the Alterations Allowance. Based on the estimated cost of the construction of the Initial Alterations (the "Estimated Costs"), the pro rata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a "Share of Costs"). Tenant and Landlord shall fund the cost of the construction of the Initial Alterations (including the applicable portion of the applicable fees) as the same is performed, in accordance with their respective Share of Costs for the construction. Tenant's payments shall be made directly to Tenant's Contractor or the subcontractors or suppliers involved and Tenant shall furnish to Landlord copies of receipted invoices for such payments (describing in reasonable detail the work, construction and/or materials applicable to the subject disbursement) and such waivers of lien rights as Landlord may reasonably require. Notwithstanding anything to the contrary above, at the time Landlord makes any disbursement of the Alterations Allowance for application to Tenant within thirty (30) days after receipt of a Disbursement Request. If Tenant elects to use any portion of the Initial Alterations, Landlord shall retain from the Alterations Allowance, then Tenant shall be as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to pay be withheld from each disbursement in order to Landlord, ensure that the entire Alteration Operations Fee is retained over the course of construction of the Initial Alterations on a prorata basis. At such time as Additional Rent under this Lease, the “Additional Monthly Base Rent” as defined below, to repay the Alterations Allowance has been entirely disbursed, Tenant shall, within fifteen (15) days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee not yet paid to Landlord, on a monthly basis on each month during HCP, INC. [Eccles Business Park].

Alterations Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, Landlord hereby grants Tenant shall contribute toward the right cost of the design, construction and installation of the Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Alteration Operations Fee) an amount not to use up to exceed Two Million Eight Hundred Eighty Two Thousand Two Hundred Fifty Dollars ($500,000.00 2,882,250.00) (the “Alterations Allowance”Allowance-); provided, however that not more than Three Hundred Eighty Four Thousand Three Hundred Dollars ($384,300.00) of the Alterations Allowance may be applied to Tenant’s reasonable space planning, consultant, architectural and engineering costs for the reimbursement design of costs expended by Tenant for the purchase and installation Initial Alterations. No portion of improvements the Alterations Allowance may be applied to the cost of equipment, trade fixtures, moving expenses. furniture, signage or FF&E which are permanently affixed free rent, but the Alterations Allowance may be applied to or used in the Premises (the “Refurbishments”)cost of network cabling. Further, Tenant shall construct not be entitled to receive all or any Refurbishments constituting improvements as “Alterations” portion of the Alterations if Tenant is in accordance with default under the terms of this Article 8Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall not make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met and the default is cured within the Allowance Availability Period (as defined below). Notwithstanding anything to the contrary in this Paragraph 4.d.i., the Alterations Allowance shall be required available for disbursement pursuant to provide a bond under the last sentence of Section 8.4 with respect thereto. If Tenant elects to use any portion of terms hereof only for the Refurbishment Allowance, Tenant shall provide written notice thereof to Landlord, together with invoices marked paid or other reasonable evidence of costs expended by Tenant on first twelve (12) months following the Refurbishments, and with applicable lien releases Commencement Date (the “Disbursement RequestAllowance Availability Period”). All Disbursement Requests must be made, if at all, on or before the later of November 30, 2015, and six (6) months after the Lease Commencement Date. Tenant shall have no right to access If any portion of the Alterations Allowance after has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such datecosts) prior to the end of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Landlord shall pay the applicable portion of Tenant acknowledges that the Alterations Allowance is to be applied to Initial Alterations covering the entire Premises outlined in Exhibit A. The foregoing shall not be deemed to require Tenant within thirty to improve all portions of the Premises in the same manner or to the same level of finish, but all portions of the Premises shall be improved in a reasonable manner appropriate for office space, including electrical, FIVAC, lighting floor covering and wall covering consistent with the balance of the Premises (30) days after receipt of a Disbursement Requestsuch improvements are sometimes referred to hereinafter as the “Minimum Improvement Standards”). If Tenant elects does not elect to use any portion of improve the Alterations Allowanceentire Premises with the Minimum Improvement Standards, then Tenant shall be required to pay to Landlord, as Additional Rent under this Lease, the “Additional Monthly Base Rent” as defined below, to repay the Alterations Allowance to Landlord, shall be adjusted on a monthly pro-rata per rentable square foot basis on each month during HCP, INC. [Eccles Business Park]to reflect the number of square feet actually being improved with such Minimum Improvement Standards.