Common use of Cost and Allowance Clause in Contracts

Cost and Allowance. 2.1 Landlord shall submit to Tenant for Tenant’s approval a written estimate of the cost of Landlord’s Work (an “Estimate”). After obtaining the Estimate, Landlord and Tenant thereafter shall diligently consult to make such modifications to Landlord’s Work as Tenant determines are necessary to reduce the cost of Landlord’s Work. Within fifteen (15) business days after obtaining the Estimate, Landlord will obtain from the selected contractor final pricing for the Landlord’s Work (the “Final Pricing”) for Tenant’s approval. The Final Pricing shall be based on construction drawings prepared by Tenant’s architect, plus any further modifications requested by Tenant prior to Tenant’s approval of the Final Pricing. The Final Pricing shall not be modified except by a change order approved by Landlord and Tenant. 2.2 Within five (5) business days after Tenant’s approval of the Final Pricing, Landlord may require Tenant to deposit that amount of the amount of the Final Pricing which exceeds the Maximum TI Allowance (the “Tenant Deposit”). The Tenant Deposit shall be held by Landlord in escrow in a separate account as security for the payment of, and shall be credited, without interest, against the sums payable by Tenant under this Lease. Except for demolition work, which Landlord will diligently pursue upon complete execution of this Lease, Landlord shall not be required to commence its other work until the Tenant Deposit is received. 2.3 This Amendment and the rental rates provided for herein are premised on a total cost of Landlord’s Work not to exceed $857,307.00 (the “Maximum TI Allowance”, which consists of $314,867 attributable towards the Existing Premises and $542,440 attributable towards the First Expansion Premises), which may be allocated in its entirety to either the Existing Premises or the First Expansion Premises. The Maximum TI Allowance may be used any time prior to December 2013. The “cost of Landlord’s Work” includes, without limitation: 2.3.1 All costs and expenses actually incurred by Landlord pertaining to Landlord’s Work, including, but not limited to, costs charged by contractors, subcontractors and general and other conditions costs and expenses in connection with completing Landlord’s Work and otherwise preparing the Premises for occupancy; 2.3.2 All costs and expenses, including preparation of the plans as needed, for such construction, and site inspection and contract administration by consulting architects and/or engineers; 2.3.3 All costs of permits, licenses and other approvals required for the performance of Landlord’s Work; and Initials 2.3.4 A construction management fee to Landlord of three percent (3%) of the total of all such costs under the foregoing Sections 2.3.1, 2.3.2 and 2.3.3, but not including any costs exceeding the Maximum TI Allowance. 2.4 If the total cost of Landlord’s Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord out of the Tenant Deposit; provided that Tenant shall not be liable to pay any such excess above the Final Pricing except to the extent such excess is the result of a change order requested or approved by Tenant. Prior to the payment of any portion of the Tenant Deposit to Landlord, Tenant’s architect shall certify that the work to be paid for has been completed in accordance with the plans and specifications included in Schedule I hereto. Notwithstanding the foregoing, the final Fifty Thousand Dollars ($50,000) of Tenant’s Deposit (the “Holdback”) shall not be released to Landlord until substantial completion of Landlord’s Work, as defined in Section 3 of this Exhibit B. Any portion of Tenant’s Deposit not paid to Landlord pursuant to the provisions of this Exhibit B shall be returned to Tenant within ten (10) days after substantial completion, or if substantial completion does not occur, within ten (10) days after written demand from Tenant. 2.5 If the total cost of Landlord’s Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord by Tenant upon demand as additional rent under the Lease. If the total cost of Landlord’s Work is less than the Maximum TI Allowance, the entire amount of the difference shall be available for Tenant’s use for other leasehold improvements that would remain with the Premises. 2.6 Tenant and Tenant’s construction representative and contractor(s) shall have access to the Premises during the construction of Landlord’s Work for purposes of inspecting and monitoring the progress of Landlord’s Work and for installing telecommunications, other communications wiring, furniture installation and security system installation to serve the Premises. Such access and use of the Premises shall be coordinated with Landlord so as not to interfere with or delay the completion of Landlord’s Work.

Cost and Allowance. 2.1 (a) Prior to commencing any of Landlord’s Work, Landlord shall submit to Tenant for Tenant’s approval a written estimate of the cost of Landlord’s Work (an “Estimate”). After obtaining Landlord will be making payments to contractors and design professionals on a progress payment basis. To the Estimateextent that the amount of the Estimate exceeds the Maximum TI Allowance, Landlord and Tenant thereafter shall diligently consult will be responsible for that portion of each progress payment corresponding to make the ratio of such modifications excess to Landlord’s Work as Tenant determines are necessary to reduce the total cost of Landlord’s Work. Within fifteen (15) business days after obtaining By way of example only, if the Estimate, Landlord will obtain from the selected contractor final pricing for the Landlord’s Work (the “Final Pricing”) for Tenant’s approval. The Final Pricing shall be based on construction drawings prepared by Tenant’s architect, plus any further modifications requested by Tenant prior to Tenant’s approval of the Final Pricing. The Final Pricing shall not be modified except by a change order approved by Landlord and Tenant. 2.2 Within five (5) business days after Tenant’s approval of the Final Pricing, Landlord may require Tenant to deposit that amount of the amount of the Final Pricing which Estimate exceeds the Maximum TI Allowance (the “by $100,000, then Tenant Deposit”). The Tenant Deposit shall be held by Landlord in escrow in a separate account as security for the payment of, and shall be credited, without interest, against the sums payable by Tenant under this Lease. Except for demolition work, which Landlord will diligently pursue upon complete execution of this Lease, Landlord shall not would be required to commence its other fund 18.82% ($100,000/$555,190) [$555,190 is the Maximum TI Allowance of $455,190 plus the hypothetical overage of $100,000] of each progress payment. Such amounts must be funded by Tenant not later than three (3) business days after receipt of Landlord’s request for same. Landlord may stop Work if such payment is not timely received, and, for purposes of paragraph 2.2 of the Lease, each day that the work until the is delayed thereby shall be considered a Tenant Deposit is receiveddelay under said paragraph 2.2. 2.3 (b) This Amendment Lease and the rental rates provided for herein are premised on a total cost of Landlord’s Work not to exceed $857,307.00 455,190.00 ($10.00 per RSF, the “Maximum TI Allowance”, which consists of $314,867 attributable towards the Existing Premises and $542,440 attributable towards the First Expansion Premises), which may be allocated in its entirety to either the Existing Premises or the First Expansion Premises. The Maximum TI Allowance may be used any time prior to December 2013. The “cost of Landlord’s Work” includes, without limitation: 2.3.1 (i) All costs and expenses actually incurred by Landlord pertaining to Landlord’s Work, including, but not limited to, costs charged by contractors, subcontractors and general and other conditions costs and expenses in connection with completing Landlord’s Work and otherwise preparing preparation of the Premises for occupancy; 2.3.2 (ii) All costs and expenses, including expenses of preparation of the plans as needed, for such construction, and site inspection and contract administration by Landlord’s consulting architects and/or engineersengineers (with the exception of preliminary space planning and layout preparation which shall be provided by Landlord at Landlord’s sole cost); 2.3.3 (iii) All costs of permits, licenses and other approvals required for the performance of Landlord’s Work; and Initialsand 2.3.4 (iv) A construction management fee to Landlord of three five percent (35%) of the total of all such costs under the foregoing Sections 2.3.1Paragraphs (i), 2.3.2 (ii) and 2.3.3, but not including any costs exceeding the Maximum TI Allowance(iii). 2.4 If the total cost of Landlord’s Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord out of the Tenant Deposit; provided that Tenant shall not be liable to pay any such excess above the Final Pricing except to the extent such excess is the result of a change order requested or approved by Tenant. Prior to the payment of any portion of the Tenant Deposit to Landlord, Tenant’s architect shall certify that the work to be paid for has been completed in accordance with the plans and specifications included in Schedule I hereto. Notwithstanding the foregoing, the final Fifty Thousand Dollars ($50,000c) of Tenant’s Deposit (the “Holdback”) shall not be released to Landlord until substantial completion of Landlord’s Work, as defined in Section 3 of this Exhibit B. Any portion of Tenant’s Deposit not paid to Landlord pursuant to the provisions of this Exhibit B shall be returned to Tenant within ten (10) days after substantial completion, or if substantial completion does not occur, within ten (10) days after written demand from Tenant. 2.5 If the total cost of Landlord’s Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord by Tenant upon demand as additional rent under the Lease. If Lease (with the total cost of Landlord’s Work is less than the Maximum TI Allowance, the entire amount portion of the difference shall be available for Tenant’s use for other leasehold improvements that would remain with the Premises. 2.6 Tenant and Tenant’s construction representative and contractor(s) shall have access to the Premises during the construction of Landlord’s Work for purposes of inspecting and monitoring the progress of Landlord’s Work and for installing telecommunications, other communications wiring, furniture installation and security system installation to serve the Premises. Such access and use of the Premises shall be coordinated Estimate previously deposited with Landlord so as not to interfere with or delay the completion of Landlord’s Workbe applied for such purpose).

Cost and Allowance. 2.1 Prior to commencing any of Landlord's Work, Landlord shall submit to Tenant for Tenant’s 's approval a written estimate of the cost of Landlord’s 's Work (an “"Estimate”"). After obtaining the Estimate, Landlord and Tenant thereafter shall diligently consult to make such modifications to Landlord’s Work as Tenant determines are necessary to reduce the cost of Landlord’s Work. Within fifteen (15) business days after obtaining the Estimate, Landlord will obtain from the selected contractor final pricing for the Landlord’s Work (the “Final Pricing”) for Tenant’s approval. The Final Pricing shall be based on construction drawings prepared by Tenant’s architect, plus any further modifications requested by Tenant prior to Tenant’s approval of the Final Pricing. The Final Pricing shall not be modified except by a change order approved by Landlord and Tenant. 2.2 Within five (5) business days after Tenant’s approval of the Final Pricing, Landlord may require Tenant to deposit that amount of the amount of the Final Pricing Estimate which exceeds the Maximum TI Allowance with Landlord within five (the “Tenant Deposit”)5) days after Landlord's written request therefor. The Tenant Deposit Such deposit shall be held by Landlord in escrow in a separate account as security for the payment of, and shall be credited, without interest, against the sums payable by Tenant under this Lease. Except for demolition work, which Landlord will diligently pursue upon complete execution of this Lease, Landlord shall not be required to commence its other work until the Tenant Deposit such payment is received, and, for purposes only of determining if Landlord has timely complied with its construction obligation under Section 2.2, the Scheduled Commencement Date shall be extended one (1) day for each day that such payment is delayed after such five day period. 2.3 2.2 This Amendment Lease and the rental rates provided for herein are premised on a total cost of Landlord’s 's Work not to exceed $857,307.00 20,720.00 ($7.00 per RSF, the “"Maximum TI Allowance”, which consists of $314,867 attributable towards the Existing Premises and $542,440 attributable towards the First Expansion Premises"), which may be allocated in its entirety to either the Existing Premises or the First Expansion Premises. The Maximum TI Allowance may be used any time prior to December 2013. The “"cost of Landlord’s 's Work” " includes, without limitation: 2.3.1 2.2.1 All costs and expenses actually incurred by Landlord pertaining to Landlord’s 's Work, including, but not limited to, costs charged by contractors, subcontractors and general and other conditions costs and expenses in connection with completing Landlord’s Work and otherwise preparing preparation of the Premises for occupancy; 2.3.2 2.2.2 All costs and expenses, including expenses of preparation of the plans as needed, for such construction, and site inspection and contract administration by Landlord's consulting architects and/or engineers; 2.3.3 2.2.3 All costs of permits, licenses and other approvals required for the performance of Landlord’s 's Work; and Initialsand 2.3.4 2.2.4 A construction management fee to Landlord of three five percent (35%) of the total of all such costs under the foregoing Sections 2.3.1Paragraphs 2.2.1, 2.3.2 2.2.2 and 2.3.3, but not including any costs exceeding the Maximum TI Allowance2. 2.4 2.3 If the total cost of Landlord’s Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord out of the Tenant Deposit; provided that Tenant shall not be liable to pay any such excess above the Final Pricing except to the extent such excess is the result of a change order requested or approved by Tenant. Prior to the payment of any portion of the Tenant Deposit to Landlord, Tenant’s architect shall certify that the work to be paid for has been completed in accordance with the plans and specifications included in Schedule I hereto. Notwithstanding the foregoing, the final Fifty Thousand Dollars ($50,000) of Tenant’s Deposit (the “Holdback”) shall not be released to Landlord until substantial completion of Landlord’s Work, as defined in Section 3 of this Exhibit B. Any portion of Tenant’s Deposit not paid to Landlord pursuant to the provisions of this Exhibit B shall be returned to Tenant within ten (10) days after substantial completion, or if substantial completion does not occur, within ten (10) days after written demand from Tenant. 2.5 If the total cost of Landlord’s 's Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord by Tenant upon demand as additional rent under the Lease. If the total cost of Landlord’s Work is less than the Maximum TI Allowance, the entire amount of the difference shall be available for Tenant’s use for other leasehold improvements that would remain with the Premises. 2.6 Tenant and Tenant’s construction representative and contractor(s) shall have access to the Premises during the construction of Landlord’s Work for purposes of inspecting and monitoring the progress of Landlord’s Work and for installing telecommunications, other communications wiring, furniture installation and security system installation to serve the Premises. Such access and use of the Premises shall be coordinated with Landlord so as not to interfere with or delay the completion of Landlord’s Work.

Cost and Allowance. 2.1 Prior to commencing any of Landlord's Work, Landlord shall submit to Tenant for Tenant’s 's approval a written estimate of the cost of Landlord’s 's Work (an “"Estimate”"). After obtaining the Estimate, Landlord and Tenant thereafter shall diligently consult to make such modifications to Landlord’s Work as Tenant determines are necessary to reduce the cost of Landlord’s Work. Within fifteen (15) business days after obtaining the Estimate, Landlord will obtain from the selected contractor final pricing for the Landlord’s Work (the “Final Pricing”) for Tenant’s approval. The Final Pricing shall be based on construction drawings prepared by Tenant’s architect, plus any further modifications requested by Tenant prior to Tenant’s approval of the Final Pricing. The Final Pricing shall not be modified except by a change order approved by Landlord and Tenant. 2.2 Within five (5) business days after Tenant’s approval of the Final Pricing, Landlord may require Tenant to deposit that amount of the amount of the Final Pricing Estimate which exceeds the Maximum TI Allowance with Landlord within five (the “Tenant Deposit”)5) days after Landlord's written request therefor. The Tenant Deposit Such deposit shall be held by Landlord in escrow in a separate account as security for the payment of, and shall be credited, without interest, against the sums payable by Tenant under this Lease. Except for demolition work, which Landlord will diligently pursue upon complete execution of this Lease, Landlord shall not be required to commence its other work until the Tenant Deposit is received. 2.3 2.2 This Amendment Lease and the rental rates provided for herein are premised on a total cost of Landlord’s 's Work not to exceed $857,307.00 16.50 per square foot, or $75,289.50 (the “"Maximum TI Allowance”, which consists of $314,867 attributable towards the Existing Premises and $542,440 attributable towards the First Expansion Premises"), which may be allocated in its entirety to either the Existing Premises or the First Expansion Premises. The Maximum TI Allowance may be used any time prior to December 2013. The “"cost of Landlord’s 's Work” " includes, without limitation: 2.3.1 2.2.1 All costs and expenses actually incurred by Landlord pertaining to Landlord’s 's Work, including, but not limited to, costs charged by contractors, subcontractors and general and other conditions costs and expenses in connection with completing Landlord’s Work and otherwise preparing preparation of the Premises for occupancy; 2.3.2 2.2.2 All costs and expenses, including expenses of preparation of the plans as needed, for such construction, and site inspection and contract administration by of Landlord's consulting architects space planners and/or engineers; 2.3.3 2.2.3 All costs of permits, licenses and other approvals required for the performance of Landlord’s 's Work; and Initialsand 2.3.4 2.2.4 A construction management fee to Landlord of three five percent (35%) of the total of all such costs under the foregoing Sections 2.3.1Paragraphs 2.2.1, 2.3.2 2.2.2 and 2.3.3, but not including any costs exceeding the Maximum TI Allowance2. 2.4 2.3 If the total cost of Landlord’s Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord out of the Tenant Deposit; provided that Tenant shall not be liable to pay any such excess above the Final Pricing except to the extent such excess is the result of a change order requested or approved by Tenant. Prior to the payment of any portion of the Tenant Deposit to Landlord, Tenant’s architect shall certify that the work to be paid for has been completed in accordance with the plans and specifications included in Schedule I hereto. Notwithstanding the foregoing, the final Fifty Thousand Dollars ($50,000) of Tenant’s Deposit (the “Holdback”) shall not be released to Landlord until substantial completion of Landlord’s Work, as defined in Section 3 of this Exhibit B. Any portion of Tenant’s Deposit not paid to Landlord pursuant to the provisions of this Exhibit B shall be returned to Tenant within ten (10) days after substantial completion, or if substantial completion does not occur, within ten (10) days after written demand from Tenant. 2.5 If the total cost of Landlord’s 's Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord by Tenant upon demand as additional rent under the Lease. If the total cost of Landlord’s Work is less than the Maximum TI Allowance, the entire amount of the difference shall be available for Tenant’s use for other leasehold improvements that would remain with the Premises. 2.6 Tenant and Tenant’s construction representative and contractor(s) shall have access to the Premises during the construction of Landlord’s Work for purposes of inspecting and monitoring the progress of Landlord’s Work and for installing telecommunications, other communications wiring, furniture installation and security system installation to serve the Premises. Such access and use of the Premises shall be coordinated with Landlord so as not to interfere with or delay the completion of Landlord’s Work.

Cost and Allowance. 2.1 Prior to commencing any of Landlord’s Work, Landlord shall submit to Tenant for Tenant’s approval a written estimate of the cost of Landlord’s Work (an “Estimate”). After obtaining the Estimate, Landlord and Tenant thereafter shall diligently consult to make such modifications to Landlord’s Work as Tenant determines are necessary to reduce the cost of Landlord’s Work. Within fifteen (15) business days after obtaining the Estimate, Landlord will obtain from the selected contractor final pricing for the Landlord’s Work (the “Final Pricing”) for Tenant’s approval. The Final Pricing shall be based on construction drawings prepared by Tenant’s architect, plus any further modifications requested by Tenant prior to Tenant’s approval of the Final Pricing. The Final Pricing shall not be modified except by a change order approved by Landlord and Tenant. 2.2 Within five (5) business days after Tenant’s approval of the Final Pricing, Landlord may require Tenant to acknowledge its approval of the Estimate and to deposit that amount of the amount of the Final Pricing Estimate which exceeds the Maximum TI Allowance with Landlord within five (the “Tenant Deposit”)5) days after Landlord’s written request therefor. The Tenant Deposit Such deposit shall be held by Landlord in escrow in a separate account as security for the payment of, and shall be credited, without interest, against the sums payable by Tenant under this Lease. Except for demolition work, which Landlord will diligently pursue upon complete execution of this Lease, Landlord shall not be required to commence its other work until such acknowledgment and payment are received, and, for purposes only of determining if Landlord has timely complied with its construction obligations, the Tenant Deposit is receivedscheduled completion dates under Schedule I shall be extended one (1) day for each day that such acknowledgement and payment are delayed after such five day period. 2.3 2.2 This Amendment Lease and the rental rates provided for herein are premised on a total cost of Landlord’s Work not to exceed $857,307.00 87,410.00 ($10.00 per RSF, the “Maximum TI Allowance”, which consists of $314,867 attributable towards the Existing Premises and $542,440 attributable towards the First Expansion Premises), which may be allocated in its entirety to either the Existing Premises or the First Expansion Premises. The Maximum TI Allowance may be used any time prior to December 2013. The “cost of Landlord’s Work” includes, without limitation: 2.3.1 2.2.1 All costs and expenses actually incurred by Landlord pertaining to Landlord’s Work, including, but not limited to, costs charged by contractors, subcontractors and general and other conditions costs and expenses in connection with completing Landlord’s Work and otherwise preparing preparation of the Premises for occupancy; 2.3.2 2.2.2 All costs and expenses, including expenses of preparation of the plans as needed, for such construction, and site inspection and contract administration by Landlord’s consulting architects and/or engineers; 2.3.3 2.2.3 All costs of permits, licenses and other approvals required for the performance of Landlord’s Work; and Initialsand 2.3.4 2.2.4 A construction management fee to Landlord of three five percent (35%) of the total of all such costs under the foregoing Sections 2.3.12.2.1, 2.3.2 2.2.2 and 2.3.3, but not including any costs exceeding the Maximum TI Allowance2.2.3. 2.4 If the total cost of Landlord’s Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord out of the Tenant Deposit; provided that Tenant shall not be liable to pay any such excess above the Final Pricing except to the extent such excess is the result of a change order requested or approved by Tenant. Prior to the payment of any portion of the Tenant Deposit to Landlord, Tenant’s architect shall certify that the work to be paid for has been completed in accordance with the plans and specifications included in Schedule I hereto. Notwithstanding the foregoing, the final Fifty Thousand Dollars ($50,000) of Tenant’s Deposit (the “Holdback”) shall not be released to Landlord until substantial completion of Landlord’s Work, as defined in Section 3 of this Exhibit B. Any portion of Tenant’s Deposit not paid to Landlord pursuant to the provisions of this Exhibit B shall be returned to Tenant within ten (10) days after substantial completion, or if substantial completion does not occur, within ten (10) days after written demand from Tenant. 2.5 2.3 If the total cost of Landlord’s Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord by Tenant upon demand as additional rent under the Lease. If the Maximum TI Allowance exceeds the total cost of Landlord’s Work is less than the Maximum TI AllowanceWork, the entire amount of the difference such excess shall be available for credited against Tenant’s use for other leasehold improvements that would remain with the Premisesrental obligations hereunder. 2.6 Tenant and Tenant’s construction representative and contractor(s) shall have access to the Premises during the construction of Landlord’s Work for purposes of inspecting and monitoring the progress of Landlord’s Work and for installing telecommunications, other communications wiring, furniture installation and security system installation to serve the Premises. Such access and use of the Premises shall be coordinated with Landlord so as not to interfere with or delay the completion of Landlord’s Work.

Cost and Allowance. 2.1 Within five (5) days after the execution of this Lease, Landlord shall submit to Tenant for Tenant’s 's approval a written estimate of the cost of Landlord’s 's Work (an “"Estimate”"). After obtaining the Estimate, Landlord and Tenant thereafter shall diligently consult to make such modifications to Landlord’s 's Work as Tenant determines are necessary to reduce the cost of Landlord’s 's Work. Within fifteen (15) business days after obtaining the Estimate, Landlord will obtain from the selected contractor final pricing for the Landlord’s 's Work (the “"Final Pricing”") for Tenant’s 's approval. The Final Pricing shall be based on no construction drawings prepared by Tenant’s architect's architect and expected to be delivered to Landlord on May 8, 2006, plus any further modifications requested by Tenant prior to Tenant’s 's approval of the Final Pricing. The Final Pricing shall not be modified except by a change order approved by Landlord and Tenant. 2.2 Within five (5) business days after Tenant’s 's approval of the Final Pricing, Landlord may require Tenant to deposit that amount of the amount of the Final Pricing which exceeds the Maximum TI Allowance (the “"Tenant Deposit”"). The Tenant Deposit shall be held by Landlord in escrow in a separate account as security for the payment of, and shall be credited, without interest, against the sums payable by Tenant under this Lease. Except for demolition work, which Landlord will diligently pursue upon complete execution of this Lease, Landlord shall not be required to commence its other work until the Tenant Deposit is received, and, for purposes only of determining if Landlord has timely complied with its construction obligation under Article 2, the Scheduled Commencement Date shall be extended one (1) day for each day that payment of the Tenant Deposit is delayed after such five (5) day period. 2.3 This Amendment Lease and the rental rates provided for herein are premised on a total cost of Landlord’s 's Work not to exceed $857,307.00 1,634,610.00 (the “"Maximum TI Allowance”, which consists of $314,867 attributable towards the Existing Premises and $542,440 attributable towards the First Expansion Premises"), which may be allocated in its entirety to either the Existing Premises or the First Expansion Premises. The Maximum TI Allowance may be used any time prior to December 2013. The “"cost of Landlord’s 's Work” " includes, without limitation: 2.3.1 All costs and expenses actually incurred by Landlord pertaining to Landlord’s 's Work, including, but not limited to, costs charged by contractors, subcontractors and general and other conditions costs and expenses in connection with completing Landlord’s 's Work and otherwise preparing the Premises for occupancy; 2.3.2 All costs and expenses, including preparation of the plans as needed, for such construction, and site inspection and contract administration by consulting Tenant's onsulting architects and/or engineers;; --------------------- | | | | | | --------------------- Initials 2.3.3 All costs of permits, licenses and other approvals required for the performance of Landlord’s 's Work; and Initialsand 2.3.4 A construction management fee to Landlord of three two percent (32%) of the total of all such costs under the foregoing Sections 2.3.1, 2.3.2 and 2.3.3, but not including any costs exceeding the Maximum TI Allowance. 2.4 If the total cost of Landlord’s 's Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord out of the Tenant Deposit; provided that Tenant shall not be liable to pay any such excess above the Final Pricing except to the extent such excess is if the result of a change order requested or approved by Tenant. Prior to the payment of any portion of the Tenant Deposit to Landlord, Tenant’s 's architect shall certify that the work to be paid for has been completed in accordance with the plans and specifications included in Schedule I hereto. Notwithstanding the foregoing, the final Fifty One Hundred Thousand Dollars ($50,000100,000) of Tenant’s 's Deposit (the “"Holdback”") shall not be released to Landlord until substantial completion of Landlord’s 's Work, as defined in Section 3 of this Exhibit B. Any portion of Tenant’s 's Deposit not paid to Landlord pursuant to the provisions of this Exhibit B shall be returned to Tenant within ten (10) days after substantial completion, or if substantial completion does not occur, within ten (10) days after written demand from Tenant. 2.5 If the total cost of Landlord’s 's Work exceeds the Maximum TI Allowance, the entire amount of such excess shall be borne by Tenant and shall be paid to Landlord by Tenant upon demand as additional rent under the Lease. If the total cost of Landlord’s 's Work is less than the Maximum TI Allowance, the entire amount of the difference shall be available for Tenant’s 's use for other leasehold improvements that would remain with the Premises. 2.6 Tenant and Tenant’s 's construction representative and contractor(s) shall have access to the Premises during the construction of Landlord’s 's Work for purposes of inspecting and monitoring the progress of Landlord’s 's Work and for installing telecommunications, other communications wiring, furniture installation and security system installation to serve the Premises. Such access and use of the Premises shall be coordinated with Landlord so as not to interfere with or delay the completion of Landlord’s 's Work.