Common use of Cost of Tenant Improvements Clause in Contracts

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, the costs of code compliance work, if such work is required as a result of, or is a condition imposed by appropriate governmental authorities for, construction of the Tenant Improvements, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to which shall not exceed three percent (3%) of hard costs, utilities, and Landlord's Insurance Costs (including, without limitation, course of construction insurance), from the amount charged by any construction manager retained by Landlord (date of this Work Letter until the "Construction Manager") Lease Commencement Date up to a maximum of $6,121,750 450,000.00 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees)Building, and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding Tenant shall have the foregoing, right to elect to increase the Tenant Improvement Allowance shall not be used for by up to an additional $450,000.00 (the "Additional Allowance"), subject to the following terms and conditions: (i) Tenant shall have make such election, if at all, no responsibility forlater than August 15, 1998; (ii) such amount shall be paid to Landlord in equal monthly installments over the seven (7) year Lease Term with interest at 10%, as additional Base Monthly Rent in the manner specified by Article 3 of the Lease; and (iii) the following costs except Additional Allowance shall otherwise constitute a part of the Tenant Improvement Allowance and shall be subject to the extent any of the foregoing are caused by Tenant, are due to restrictions and conditions on such Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or Improvement Allowance provided in this Work Letter: (1) Property Maintenance Costs prior . Notwithstanding anything to the Delivery Date; (2) charges contrary contained herein or in the Lease, Landlord shall be responsible at its sole cost and expense for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) incremental costs incurred to enforce contracts by either Landlord or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord Tenant for asbestos removal within the interior of the Leased Premises required solely as a result of the construction of the Tenant Improvements. 5.

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear contribute $30.00 per rentable square foot (the "ALLOWANCE") toward the cost of the design (including preparation of space plans and pay Working Drawings and Specifications), construction and installation of the Tenant Improvements; provided, however, such Allowance shall be used (at $30.00 per rentable square foot) only for Tenant Improvements which are actually constructed in the Premises, at the time such Tenant Improvements are constructed. Tenant shall not have the right to shift any portion of the Allowance from unbuilt space in the Premises to space in which Tenant Improvements are constructed. Out of the Allowance no more than $2.50 per rentable square foot in the Premises (the "PLANNING CONTRIBUTION") may be used for professional services, such as space planning or preparation of working drawings and specifications. The balance, if any, of the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction ManagerADDITIONAL COST") up to a maximum of $6,121,750 (over the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements paid by Tenant to CIC. Landlord shall disburse the Construction Allowance, and Tenant shall disburse the Additional Cost (before any Change Order) to CIC on the basis of monthly progress payments based on invoices submitted by CIC, less retainage of ten percent (10%). Landlord and Tenant shall each pay their pro-rata portion of each progress payment, based on the ratio that the Construction Allowance and the Additional Cost each bears to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the total cost of the Tenant Improvements (including but not limited to all of before any Change Orders), with the foregoing fees retainage and costs) in excess of the Tenant Improvement Allowancebalance, if any. The cost , of the Tenant Improvements shall exclude actual Additional Cost paid upon the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction final completion of the Tenant Improvements. Any Change Orders shall not be included in the determination of each party's pro rata portion of progress payments. Tenant shall pay (or receive a credit for) the cost of Change Orders directly to CIC. Any Change Orders shall not be included in the determination Tenant's proportionate share of progress payments.

Cost of Tenant Improvements. Unless specified otherwise hereinUpon the approval by Landlord of the Final Working Drawings for the Tenant Improvements, Landlord shall bear obtain from the contractor selected by Landlord for the construction of the Base Building Improvements a fixed-price for the construction of the Tenant Improvements. In the event that such bid exceeds a sum equal to the Tenant Improvement Allowance, Landlord shall so notify Tenant, and Tenant shall deposit, in the manner herein required, immediately available funds equal to the amount by which such bid exceeds the Tenant Improvement Allowance, which deposit shall be held for disbursement to Landlord to pay the cost expenses of construction of the Tenant Improvements (which cost shall include, without limitation, after the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess expenditure of the Tenant Improvement Allowance, . Such deposit shall be made in the following manner: (i) if any. The cost required by lender of the Tenant Improvements Construction Financing, such deposit shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work be made into an account with such lender at least five (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for5) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs days prior to the Delivery DateCommencement of Construction, as to which account Landlord shall require the lender to pay interest to Tenant at a reasonable deposit rate; or, (2ii) charges in all other events, such deposit shall be made to an escrow agent reasonably satisfactory to both Landlord and Tenant on or before the later of the day which is the tenth (10th) day following the receipt by Tenant of a written request from Landlord for overtime, except such deposit or the day which is the tenth (10th) day prior to the extent approved by Tenant; (3) costs to correct commencement of construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of any of the Tenant Improvements, to be held in an interest bearing account, with interest to be paid periodically to Tenant. Expenses paid directly from such funds shall be excluded from Aggregate Development Cost, to the extent of the amount so paid.

Cost of Tenant Improvements. Unless specified otherwise hereinNotwithstanding anything to the contrary in this First Amendment or the Lease, Landlord shall bear and has no obligation to pay the cost for any portion of the Tenant Improvements (which cost shall includeor for the planning, without limitation, the costs design or review of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal and all such costs shall be solely borne by Tenant. Prior to the amount charged by commencement of any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements or, as applicable, Tenant's contractor performing any change order work, Tenant shall in escrow, pursuant to an escrow agreement in substantially the form attached hereto as Addendum 1 (including but not limited the "Escrow Agreement") signed by Tenant, Landlord and Escrow Agent (as defined in the Escrow Agreement), as security for payment, one hundred ten percent (110%) of the budget (as set forth in the construction contract between Tenant and its general contractor) for the total costs related to and for constructing the Tenant Improvements (or implement the change order, if applicable) (such estimated cost, the "Work Cost" and the amount held in escrow under the Escrow Agreement, the "Work Deposit"). No more frequently than once per month, Tenant shall invoice Landlord for the portion of the Work Cost expended by Tenant. Landlord shall submit a draw request to Escrow Agent to pay the invoiced amount from the Work Deposit held by Escrow Agent within ten (10) business days thereafter; provided, however, Landlord's draw request to the Escrow Agent shall be made after each and all of the foregoing fees and costsfollowing conditions shall have been satisfied: (i) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant or applicable portion thereof) shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply been completed in accordance with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.Construction Drawings;

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess architectural costs for the preparation of the Tenant Improvement AllowanceApproved Plans and the Final Plans, if any. The cost of Contractor’s fee and the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work Construction Management Fee (as defined below)), limited however to a maximum expenditure by Landlord therefor of Four Hundred Seventy Two Thousand Five Hundred Fifteen Dollars ($472,515.00) (“Landlord’s Allowance”). A portion of Landlord’s Allowance not to exceed One Hundred Fifty Seven Thousand Five Hundred Five Dollars ($157,515.00) may be applied to the reasonable architectural and engineering costs for the design of the Tenant Improvements and to wiring and cabling, Tenant’s security system in the Premises, signage, moving expenses and costs of breaking down and reinstalling the Furniture (as defined in Paragraph 51 below) (“Soft Costs”). No portion of Landlord’s Allowance may (i) be applied to the cost of equipment, trade fixtures, furniture or free rent, (ii) be applied to any portion of the Premises which is then the subject of a sublease, or (iii) be used to prepare any portion of the Premises for a proposed subtenant or assignee. Disbursements of Landlord’s Allowance for payment of Soft Costs pursuant to the foregoing shall be made by Landlord within thirty (30) days following Landlord’s receipt of Tenant’s written request therefor accompanied by written invoices (in form reasonably acceptable to Landlord) evidencing the subject costs. Subject to the expenditure restrictions set forth in the last sentence of Paragraph 4.a. above, Tenant shall pay for all costs of the construction of the Tenant Improvements in excess of Landlord’s Allowance (the “Excess Cost”). Based on the estimated cost of the construction of the Tenant Improvements, as shown on the Final Budget (the “Estimated Costs”), the prorata 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 (including the applicable portion of the applicable fees) as the same is performed, in accordance with their respective Share of Costs for the construction, with Tenant’s payments being made to Landlord within thirty (30) days of Landlord’s written demand. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, to Landlord, which payment shall be made, at Landlord’s option, in advance or in course of construction installments. Upon Tenant’s written request, Landlord or Contractor shall provide Tenant with a breakdown of all construction costs to date and of Landlord’s and Tenant’s prior contributions toward such costs. Notwithstanding the foregoing, Landlord shall retain from the Tenant Improvement Allowance shall not be used amount of Landlord’s Allowance, as compensation to Landlord for (and Tenant shall have no responsibility for) the following costs except to the extent any review of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord Final Plans and for construction of inspection, administration and management with regard to the Tenant Improvements, a sum (the “Construction Management Fee”) equal to (i) five percent (5%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard construction costs for the Tenant Improvements and the costs of the mechanical, engineering and plumbing drawings for the Tenant Improvements, plus (ii) three percent (3%) of such costs in excess of One Hundred Thousand Dollars ($100,000.00). At the time Landlord makes any disbursement of Landlord’s Allowance, Landlord shall retain from Landlord’s Allowance, as a partial payment of the Construction Management Fee, a proportionate amount of the Construction Management Fee based upon Landlord’s reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Construction Management Fee is retained over the course of construction on a prorata basis. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall, within ten (10) business days of written demand, pay to Landlord the remainder, if any, of the Construction Management Fee not yet paid to Landlord. Landlord’s aforementioned written demand shall detail the manner in which the Construction Management Fee was calculated and specify which portion of the Construction Management Fee was previously paid and the portion owed.

Cost of Tenant Improvements. Unless specified otherwise herein, A. Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall includecomplete, without limitationor cause to be completed, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, at the Contractor's fees, Landlord's fee for construction administration cost shown in an amount equal the Bid Amount (subject to the amount charged provisions of this Work Letter), in accordance with final Working Drawings and Specifications approved by any construction manager retained by both Landlord (and Tenant. Landlord shall pay towards the "Construction Manager"Completion Cost" (as hereinafter defined) up to as incurred a maximum of One Million Ninety Thousand Dollars ($6,121,750 1,090,000.00) ("Landlord's Contribution"), based on $7.408 per square foot of the "Premises, provided that in the event that Standards (or Non-Standards approved by Landlord) incorporated into the Tenant Improvement Allowancework shall increase the Completion Cost, such increase (not to exceed Two Hundred Thousand Dollars [$200,000.00] in the aggregate) shall be amortized at an interest factor of twelve percent (12%) per annum over the initial forty-eight (48) months of the Term, Tenant's Basic Rent shall be so increased by said amortized amount for the initial forty-eight (48) months of the Term (and Landlord and Tenant shall execute a memorandum prepared by Landlord and reasonably acceptable to Tenant confirming said increase in the Basic Rent), and the Landlord's Contribution shall be deemed to include any such increase. Tenant shall be fully responsible for the remainder of the Completion Cost ("Tenant's Contribution"). The Tenant Improvement Allowance Landlord's Contribution shall only be utilized only used for building improvements to construction and installation of Standards incorporated into the Building approved Working Drawings and Specifications, except that: (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. i) Tenant shall bear and pay have the right to apply up to, but not exceeding, Ninety Thousand Dollars ($90,000.00) of the Landlord's Contribution towards the cost of overtime payments to the Tenant Selected Contractor and for the costs of Changes for any Non-Standards Improvements (including but not limited to all of the foregoing fees approved by Landlord and costs) incorporated in excess of the Tenant Improvement Allowancework. In the event the Completion Cost is less than the Landlord's Contribution, if any. The cost of the Tenant Improvements shall exclude may apply such difference towards the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except any alterations to the extent any of the foregoing are caused by TenantPremises, are due conforming to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent Landlord's Standards and approved by Tenant; Landlord pursuant to Section 7.3, which alterations shall be constructed by Tenant within six (36) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of months following the Tenant ImprovementsCommencement Date.

Cost of Tenant Improvements. Unless specified otherwise hereinProvided that Tenant is not in default under the Lease beyond applicable notice and cure periods, Landlord shall bear and pay contribute a maximum of One Hundred Seventy One Thousand Three Hundred 00/100 Dollars ($171,300.00) (the “Tenant Improvement Allowance”) towards the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's ’s fees, Landlord's ’s fee for construction administration in an amount equal to the amount charged by any Landlord’s construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"and Tenant’s signage). The Tenant Improvement Allowance shall not be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purposepurpose not specified herein. To the extent that the actual cost of the Tenant Improvements is less than the Tenant Improvement Allowance, Landlord shall be entitled to the benefit of such savings. Tenant shall not be entitled to any credit against Rent, nor change in Approved Plans to utilize such savings. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if anyany (“Excess Costs”). The As a condition to commencing construction, Landlord shall have the option to require Tenant to pay to Landlord such Excess Costs for application to the cost of the Tenant Improvements Improvements, as they are incurred. In any event, Excess costs shall exclude the cost be applied in pari passu with any then remaining portion of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant ImprovementsAllowance.

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear and pay the cost of the (a) The Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained be paid for by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum cost of $6,121,750 3,803,040.00 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay That portion of the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of which exceeds the Tenant Improvement Allowance, if any. The Allowance shall be paid by Tenant in advance by a cash deposit with Landlord in the full amount of the cost of the Tenant Improvements which exceeds the Tenant Improvement Allowance; provided, that if not all of the excess costs can be determined prior to construction, then Tenant shall exclude pay the cost portion which can be determined in advance in cash prior to the commencement of furniturethe work and the balance of such excess costs within ten (10) days after Landlord's written demand for payment which demand shall set forth in reasonable detail the costs to be paid. The Tenant Improvement Allowance (and Tenant's payment for excess costs, fixtures if any) will be used to pay for the costs of constructing and inventory installing the Tenant Improvements and Building Common Areas including, without limitation, Building lobbies, restrooms, showers, HVAC systems and dropped ceilings; Washington State Sales Tax; Landlord's reasonable construction coordination fee; and other items of Tenant's Work (as defined below). Notwithstanding the foregoingcosts and expenses incurred by Landlord under this Schedule B; provided, that the Tenant Improvement Allowance shall not be used for (and Tenant to pay any costs associated with Tenant's telephone, computer and/or data services or related cabling with respect thereto, all of which costs shall have no responsibility for) the following costs except to the extent any of the foregoing are caused be paid solely by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.

Cost of Tenant Improvements. Unless specified otherwise hereinLandlord and Tenant hereby agree that --------------------------- Landlord shall, at Landlord's expense (except as provided in this Section 2) cause a contractor designated by Landlord shall bear and pay (the cost "CONTRACTOR") to (i) obtain all applicable building permits for construction of the Tenant Improvements and Landlord's Work, and (which cost shall includeii) construct the Tenant Improvements EXHIBIT B -1- and Landlord's Work as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, including, without limitation, the Americans with Disabilities Act and Title 24, and in good workmanlike manner; provided, however, in the event that (A) the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of constructionconstruction of the Tenant Improvements in excess of the costs of those tenant improvements depicted on the Final Space Plan, then Tenant shall pay such excess costs (which shall include a Landlord supervision fee of four percent (4%) of such costs) to Landlord in cash within ten (10) days after Landlord's request therefor. In addition, to the extent any materials for the Tenant Improvements are other than Building standards (unless specifically designated in the Final Space Plan), Tenant shall pay for the cost of permits and permit expediting, and all architectural and engineering services obtained by such non-Building standard materials (including a four percent (4%) Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's supervision fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"such costs). The Tenant Improvement Allowance Landlord shall be utilized only pay for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Landlord's Work described in Section 1.2 above, and there shall be no supervision fee charged to Tenant Improvements (including but not limited to all of for any such work. Notwithstanding the foregoing fees and costs) to the contrary, in excess of no event shall Landlord be obligated to pay for Tenant's Data Center Work, the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items connection/extension of Tenant's Work (as defined below). Notwithstanding fiber optics from the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except point of entry to the extent Premises or any of Tenant's furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the foregoing are caused Construction Drawings or otherwise required or desired by Tenant for the Premises; such items shall be paid for by Tenant, are due at Tenant's sole cost and expense. Such costs to be paid for by Tenant Delays or result from shall include a four percent (4%) Landlord supervision fee but only with respect to the failure of Tenant to comply with the terms costs of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for design and construction of the Tenant Improvementsimprovements required for Tenant's Data Center Work, excluding, however (x) the "hard" cost of acquisition of the Supplemental HVAC Units and (y) the costs of any of Tenant's furniture, computer systems, telephone systems, equipment or other personal property.

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear and pay for the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any 2.5% of construction manager retained by Landlord (the "Construction Manager"hard costs) up to a maximum of $6,121,750 180,000.00 (the "Tenant Improvement Allowance"). While the Tenant Improvements are being constructed, Tenant may submit to Landlord monthly invoices for the cost of the Tenant Improvements completed in the preceding month together with lien waivers with respect to such work; within thirty (30) days after such submission, Landlord will reimburse Tenant for its costs for Tenant Improvements, less 2.5% in payment of Landlord's construction administration fee, all subject to the $180,000 cap. The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees)Building, and not for signage, furniture costs, any third party consulting or contracting fees (except for Tenant's architect's fees), any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding anything to the foregoingcontrary contained in this Lease, the cost of the Tenant Improvement Allowance Improvements ("Tenant Improvements Cost") to be provided at Landlord's sole expense shall not be used for include (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.following:

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 7,215,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.

Cost of Tenant Improvements. (a) Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, which shall not exceed * of hard costs for general conditions and * of hard costs plus general conditions for the Contractor's fee, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager"), which shall not exceed * of hard costs, utilities, and Landlord's Insurance Costs (including, without limitation, course of construction insurance), from the date of this Work Letter until the Lease Commencement Date) up to a maximum of $6,121,750 * (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees)Building, and not for signage, furniture costs, any third party consulting or contracting fees (except for Landlord's Architect and engineering fees), any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 50 per rentable square foot (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.

Cost of Tenant Improvements. Unless specified otherwise herein, (a) Landlord shall bear contribute $39.00 per square foot of Rentable Area in the Premises toward the cost of construction and pay installation of the Tenant Improvements (the "Tenant Improvements Allowance"). The Tenant Improvements Allowance may be used for all design, engineering and construction costs, and other fees and expenses reasonably related thereto, including telecommunications, consulting and project management fees, governmental fees. The balance, if any, of the cost of the Tenant Improvements as constructed (which cost "Additional Cost"), including but not limited to Landlord's Markups, shall include, without limitation, the costs of construction, be paid by Tenant in accordance with this Section 2.5(a). If the cost of permits the design, construction and permit expediting, and all architectural and engineering services obtained by Landlord in connection with installation of the Tenant Improvements, including any Tenant approved Changes, exceeds $39.00 per rentable square foot, Landlord may deliver to Tenant, not more than once each calendar month during the Contractorconstruction schedule, a written request for payment ("Progress Invoice") of Tenant's fees, prorata share of the Additional Cost to date. Each such Progress Invoice shall include and be accompanied by (i) the Landlord's fee for construction administration in an amount equal to certified statements setting forth the amount charged by any construction manager retained by Landlord requested and the percentage of completion of each item of Additional Cost and (ii) copies of conditional and unconditional lien releases from all subcontractors and vendors as of the "Construction Manager"immediately prior Progress Invoice. Each Progress Invoice shall include retention of ten percent (10%) up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purposeamount until Substantial Completion. Tenant shall bear and pay the amount due, if any, pursuant to the Progress Invoice to Landlord, within fifteen (15) days after Tenant's receipt of the above items. All costs for Tenant Improvements shall be fully documented to and verified by Tenant. Tenant shall have the right to review and approve the Progress Invoice. If the actual cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of as constructed is less than the Tenant Improvements Allowance (the "Savings"), Landlord shall exclude apply the cost Savings to Base Rent installments in regular order of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvementsmaturity.

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal (up to $2,000 per month) and any Property Maintenance Costs from the amount charged by any construction manager retained by Landlord (date of this Work Letter until the "Construction Manager"Lease Commencement Date) up to a maximum of $6,121,750 483,840.00 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees)Building, and not for signage, furniture costs, any third party consulting or contracting feesfees (other than third party space planning consultant fees up to $25,000), any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoingLandlord shall provide to Tenant, the at Tenant's request and at Tenant's expense, a complete accounting of all amounts included as Tenant Improvement Allowance shall not be used for (costs, and Tenant shall have no responsibility for) the following costs except right to the extent any of the foregoing are caused by Tenantaudit such account at its sole cost and expense, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction within 30 days after substantial completion of the Tenant Improvements. In the event the entire Tenant Improvement Allowance is not applied to Tenant Improvement Costs or Property Maintenance Costs as provided herein, up to $282,340.00 of such Tenant Improvement Allowance not applied shall be amortized by Landlord over seven (7) years at an interest rate of ten percent (10%) per annum, and the amortizing amount for each month during such seven (7) year period shall be used to reduce, on a monthly basis, the Base Monthly Rent paid by Tenant over the Lease Term. In the event of such reduction in Base Monthly Rent, Landlord and Tenant agree to execute an amendment to the Lease setting forth the new Base Monthly Rent.

Cost of Tenant Improvements. Unless specified otherwise herein, Landlord shall bear contribute a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount up to $10.00 per rentable square foot of the Premises (i.e., the amount not to exceed $70,110.00) toward the cost of the design (including preparation of space plans and Construction Documents), construction and installation of the Tenant Improvements. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are incurred by Tenant for the Tenant Improvements. The Tenant Improvement Allowance shall be paid to Tenant within ten (10) business days of the date that Tenant has provided to Landlord an invoice(s) from Tenant’s contractor in an amount at least equal to the Tenant Improvement Allowance, and lien waiver(s) in connection therewith. In the event that Landlord has failed to pay to Tenant, when due, any portion of the Tenant Improvement Allowance, Tenant shall provide to Landlord written notice thereof. If Landlord’s failure to pay continues for fifteen (15) business days following such first written notice, Tenant may offset the amount of the Tenant Improvement Allowance due to Tenant from Rent due to Landlord. Such offset shall end when Tenant has offset the full amount of the Tenant Improvement Allowance owed to Tenant. The balance, if any, of the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees“Additional Cost”), and not for signageincluding, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to, usual markups for overhead, supervision and profit, shall be paid by Tenant, with all payments made by Tenant directly to all of the foregoing fees Tenant’s Representatives, and costs) in excess such payment by Tenant shall be a condition to Landlord’s obligation to pay any amounts of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.

Cost of Tenant Improvements. Unless specified otherwise hereinProvided that Tenant is not in default under the Lease beyond applicable notice and cure periods, Landlord shall bear contribute a maximum of the lesser of (A) the Budget (as defined below) and pay (B) Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the “Tenant Improvement Allowance”) towards the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's ’s fees, Landlord's ’s fee for construction administration in an amount equal to the amount charged by any Landlord’s construction manager retained by Landlord (the "“Construction Manager"”) up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"and Tenant’s signage). The Tenant Improvement Allowance shall not be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purposepurpose not specified herein. Landlord’s Contractor shall prepare a construction budget for the Tenant Improvements (the “Budget”). To the extent that the actual cost of the Tenant Improvements is less than the Budget or the Tenant Improvement Allowance, Landlord shall be entitled to the benefit of such savings. Tenant shall not be entitled to any credit against Rent, nor change in Approved Plans to utilize such savings. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if anyany as determined by the Budget (“Excess Costs”). The As a condition to commencing construction, Landlord shall have the option to require Tenant to pay to Landlord such Excess Costs for application to the cost of the Tenant Improvements Improvements, as they are incurred. In any event, Excess costs shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, be applied in pari passu with the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvementsin progress payments.

Cost of Tenant Improvements. Unless specified otherwise hereinLandlord shall, in part in --------------------------- recognition of improvements made by Tenant to the Termination Premises, contribute (the "Allowance") up to the sum of (a) $6.00 per rentable square foot in the First Expansion Premises and the Second Expansion Premises toward the cost of the design (including preparation of space plans and Construction Documents), construction and installation of the Tenant Improvements in the First Expansion Premises and the Second Expansion Premises, and (b) up to $2,500.00 toward the cost of any refurbishment in the First Expansion Premises and the Second Expansion Premises combined. Landlord shall bear pay the Allowance in installments, the first of which shall be thirty (30) days following Substantial Completion of Tenant Improvements in the First Expansion Premises (based upon the Allowance times the rentable area in the First Expansion Premises), and pay the second installment shall be thirty (30) days following Substantial Completion of Tenant Improvements in the Second Expansion Premises. As a condition of payment of each installment of the Allowance Tenant shall provide to Landlord executed final lien waivers from the Contractor and each subcontractor and supplier who performed work or supplied materials in connection with the Tenant Improvements. The balance, if any, of the cost of the Tenant Improvements (which cost shall include, without limitation"Additional Cost") in the First Expansion Premises, the costs of constructionSecond Expansion Premises and the Existing Premises, the cost of permits and permit expeditingincluding, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees to, usual markups for overhead, supervision and costs) in excess of the profit, shall be paid by Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant ImprovementsContractor.

Cost of Tenant Improvements. Unless specified otherwise herein, (a) Landlord shall bear contribute $39.00 per square foot of Rentable Area in the Premises toward the cost of construction and pay installation of the Tenant Improvements (the “Tenant Improvements Allowance”). The Tenant Improvements Allowance may be used for all design, engineering and construction costs, and other fees and expenses reasonably related thereto, including telecommunications, consulting and project management fees, governmental fees. The balance, if any, of the cost of the Tenant Improvements as constructed (which cost “Additional Cost”), including but not limited to Landlord’s Markups, shall include, without limitation, the costs of construction, be paid by Tenant in accordance with this Section 2.5(a). If the cost of permits the design, construction and permit expediting, and all architectural and engineering services obtained by Landlord in connection with installation of the Tenant Improvements, including any Tenant approved Changes, exceeds $39.00 per rentable square foot, Landlord may deliver to Tenant, not more than once each calendar month during the Contractor's feesconstruction schedule, a written request for payment (“Progress Invoice”) of Tenant’s prorata share of the Additional Cost to date. Each such Progress Invoice shall include and be accompanied by (i) the Landlord's fee for construction administration in an amount equal to ’s certified statements setting forth the amount charged by any construction manager retained by Landlord requested and the percentage of completion of each item of Additional Cost and (ii) copies of conditional and unconditional lien releases from all subcontractors and vendors as of the "Construction Manager"immediately prior Progress Invoice. Each Progress Invoice shall include retention of ten percent (10%) up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purposeamount until Substantial Completion. Tenant shall bear and pay the amount due, if any, pursuant to the Progress Invoice to Landlord, within fifteen (15) days after Tenant’s receipt of the above items. All costs for Tenant Improvements shall be fully documented to and verified by Tenant. Tenant shall have the right to review and approve the Progress Invoice. If the actual cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of as constructed is less than the Tenant Improvements Allowance (the “Savings”), Landlord shall exclude apply the cost Savings to Base Rent installments in regular order of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvementsmaturity.

Cost of Tenant Improvements. Unless specified otherwise hereinSubject to the terms and conditions hereof, Landlord shall bear contribute up to $1,245,365.00 (i.e., $55.00 per rentable square foot of the New Space) toward the costs and expenses for the design and construction of the Tenant Improvements in accordance with the Final Plans (including, Tenant’s Signage, Landlord’s Supervision Fee (as defined below) and code compliance costs, architecture and engineering plans and fees, plan check and permit fees, project management and telecommunications and computer cabling) (the “New Allowance”). Notwithstanding anything contained herein, in addition to the New Allowance, Landlord shall pay the cost of the Space Plan directly to the vendor. Any costs and expenses for the Tenant Improvements in excess of the New Allowance shall be paid by Tenant within thirty (30) days after Landlord written demand for same, together with appropriate back-up. Tenant’s failure to pay for the cost of the Tenant Improvements (which cost in excess of the New Allowance within such 30-day period shall include, without limitation, be a Default by Tenant under the Lease. If the actual costs of constructionthe Tenant Improvements are less than the New Allowance, then Landlord shall retain such savings and Tenant shall have no claim to or interest in same, together with appropriate back-up. Landlord reserves the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord right to charge Tenant a construction management fee in connection with Landlord’s performance of the Tenant Improvements, which fee shall be capped at $15,000.00 (and which fee may be paid from the Contractor's fees, New Allowance) (“Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"’s Supervision Fee”). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costsLandlord, or any other purpose. its agents, shall furnish Tenant shall bear and pay with written estimates of the cost of the Tenant Improvements in the Final Plans (including but not limited the “Tenant Improvements Budget”). If Tenant shall fail to approve in writing the Tenant Improvements Budget within seven (7) business days after receipt thereof, the Tenant Improvements Budget shall be deemed approved in all of respects by Tenant; provided, however, with respect to the foregoing fees and costs) in excess first submittal of the Tenant Improvement AllowanceImprovements Budget, if anyTenant shall have an additional five (5) business days (on top of the seven (7) business days) to value engineer the Tenant Improvements to reduce the budget. The Upon the approval (or deemed approval as provided above) of the Tenant Improvements Budget, neither party shall change or modify same without the other party’s prior written approval, not to be unreasonably withheld, conditioned or delayed. If Tenant fails to respond to any requested modification or change of same within seven (7) business days after Landlord’s written notice of same, then such modification or change to the Tenant Improvements Budget shall be deemed approved. If, however, Tenant approves the Tenant Improvements Budget as furnished by Landlord or as otherwise modified and approved by the parties within such 7-business day period (or it is deemed approved as provided above), Tenant shall pay Landlord within thirty (30) days of said Tenant’s approval (or deemed approval, as applicable), the cost of the Tenant Improvements shall exclude that exceed the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant ImprovementsNew Allowance.

Cost of Tenant Improvements. Unless specified otherwise herein, (a) The Tenant Improvements will be constructed by Landlord on an “open-book” basis and Tenant shall be entitled to receive and review copies of all invoices and contracts with respect to the Tenant Improvements. Landlord shall bear and pay the cost of the Tenant Improvements (which cost as further defined below); provided, however, that, subject to the terms and conditions of this Work Letter, Landlord shall include, without limitation, the costs contribute a maximum of construction, $85 per rentable square foot to the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a aggregate maximum of $6,121,750 10,366,005 (the "“Landlord Fund”) and Tenant Improvement Allowance"shall contribute the Excess (defined below). The Tenant Improvement Allowance Landlord Fund shall be utilized only for building improvements to the Building (and Tenant's architect any related “soft costs” as set forth in the below description of the “cost of the Tenant Improvements”, including, but not limited to, design fees), consulting fees for audio/visual equipment, costs related to cabling, telephone lines, security, mechanical/electrical engineers’ fees and construction management fees for construction managers retained by Landlord, and not for signage, signage or furniture costs. Therefore, any third party consulting or contracting feesexcept as otherwise provided herein, any telecom/cabling costs, or any other purposeLandlord shall pay the aggregate cost of the Tenant Improvements up to an amount not to exceed the Landlord Fund and Tenant shall pay the excess of the aggregate cost of the Tenant Improvements over the Landlord Fund (the “Excess”) plus the cost of all Tenant’s Work (defined in Paragraph 6 below). Tenant shall bear pay the Excess as provided in Paragraph 4(b), and Tenant shall pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement AllowanceTenant’s Work, if any, directly to the persons or entities performing same. The “cost of the Tenant Improvements” as used in this Work Letter shall include all costs incurred by Landlord to plan, design and perform the Tenant Improvements as specified by the Working Drawings and any approved (or deemed approved) revisions thereof (including any Change), including without limitation, the fees and charges of the Contractor, architects, engineers, all permit and inspection fees and charges, permit expediting charges, Landlord’s fee for construction administration in an amount equal to one percent (1%) of the total hard costs of the Tenant Improvements, electricity costs from the date of this Work Letter until the Lease Commencement Date, and any costs incurred by or charged to Landlord for (i) substitution of materials or finishes due to the unavailability of materials or finishes specified in the applicable Working Drawings that would materially delay completion of the Tenant Improvements (provided that Landlord shall exclude give Tenant written notice of such substitution), (ii) necessary modification of any portions of the Building or its systems to accommodate the Tenant Improvements, and (iv) to the extent required on account of the construction of the Tenant Improvements, any change or alteration to comply with applicable laws, regulations, codes or ordinances and/or the requirements of any building inspector with jurisdiction over Tenant Improvements. Notwithstanding anything to the contrary herein, Landlord shall pay for at its sole cost and expense, and Tenant shall have no responsibility for and the Landlord Fund shall not be used for the following: (a) attorneys' fees incurred in connection with negotiation of furniture, fixtures and inventory construction contracts; (b) interest and other items costs of financing construction costs; or (c) penalties and late charges attributable to Landlord’s failure to pay construction costs (except where arising from Tenant's Work (as defined below’s failure to timely pay the Excess). Notwithstanding the foregoing, Landlord shall have no obligation to pay any cost of the Tenant Improvement Allowance Improvements during any time that Tenant is in monetary or material non-monetary default for which Landlord has provided Tenant notice thereof, and in such event, Landlord may suspend completion of the Tenant Improvements for so long as such default continues, and any delay in completing the Tenant Improvements arising from such suspension in work shall not constitute a Tenant Delay. Upon completion of the Tenant Improvements and payment in full for the same, any remaining portion of the Landlord Fund shall be used for (retained by Landlord and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvementsrights therein.

Cost of Tenant Improvements. Unless specified otherwise herein, A. Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall includecomplete, without limitationor cause to be completed, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, at the Contractor's fees, Landlord's fee for construction administration cost shown in an amount equal the Final Cost Estimate (subject to the amount charged provisions of this Work Letter), in accordance with final Working Drawings and Specifications approved by any both Landlord and Tenant. Landlord shall pay towards the final construction manager retained by Landlord costs (the "Construction Manager"“Completion Cost”) up to as incurred a maximum of $6,121,750 3,045,000.00 (“Landlord Contribution”), based on $50.00 per rentable square foot of the "Premises, and Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only fully responsible for building improvements to the Building remainder (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. “Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined belowContribution”). Notwithstanding the foregoing, Tenant may utilize a portion of the Landlord Contribution not to exceed $304,500.00 toward the out-of-pocket expenses incurred by Tenant for relocating to the Premises, including furniture moving, data cabling costs and consulting costs (“Moving Allowance”). Tenant shall be reimbursed for such expenses by submitting copies of all supporting third-party invoices to Landlord within 120 days after the Expansion Effective Date. Landlord shall reimburse Tenant in one installment within 30 days following receipt of all such invoices. If the actual cost of completion of the Tenant Improvement Allowance Improvements is less than the maximum amount provided for the Landlord Contribution or remains after December 31, 2014, such savings shall inure to the benefit of Landlord and Tenant shall not be used entitled to any credit or payment or to apply the savings toward additional work. In addition to the Landlord Contribution, Landlord shall make available to Tenant an amount not to exceed $1,218,000.00 (“Additional Expansion Space Contribution”) for (the Tenant Improvements hereunder to be utilized by Tenant not later than December 31, 2014 in connection with the initial Tenant Improvement work, which amount shall be amortized over the 84 month Lease Term at 8% per annum and repaid in monthly installments with the Basic Rent. Upon determination of the amount of the Additional Expansion Contribution, if any, Landlord shall memorialize same, together with the monthly repayment schedule, in writing and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvementspromptly acknowledge same.

Cost of Tenant Improvements. Unless specified otherwise herein, A. Landlord shall bear and pay the cost up to $4,811,624.00, based on $58.25 per rentable square foot of the Tenant Improvements Premises (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, "Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement AllowanceMaximum Contribution"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward Building Standard Improvements and Approved Non-Standard Improvements, and not by way of limitation, any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are not included in Building Standards and are in no event subject to payment as part of Landlord’s Maximum Contribution. In the event the sum of the cost of the Building Standard Improvements for the Tenant Improvements Work is less than the Maximum Landlord’s Contribution, Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord’s Maximum Contribution (nor shall Tenant be allowed to make revisions to the approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord’s Maximum Contribution). Notwithstanding the foregoing, not later than the commencement of the Tenant Improvement Allowance shall not be used for (and Work, Tenant shall have no responsibility for) the following costs except may elect in writing to the extent any delay commencement on a portion of the foregoing are caused by Tenant Improvements (“Tenant, are due ’s Election to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: Delay Construction”) for one (1) Property Maintenance Costs prior full floor (the “4th Floor Tenant Improvements”) for up to 30 months following the Commencement Date of this Lease. Subject to the Delivery Date; (2) charges for overtime, except foregoing election to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for delay construction of the 4th Floor Tenant Improvements, Landlord shall hold back a portion of the Landlord’s Maximum Contribution in the amount of $1,603,875.00 (the “Hold Back”). Landlord shall fund the Hold Back for the 4th Floor Tenant Improvements in accordance with the provisions of this Section II. It is further understood and agreed that completion of the 4th Floor Tenant Improvements is not a condition of, nor extend or otherwise affect, the Commencement Date of this Lease.

Cost of Tenant Improvements. Unless specified otherwise herein, A. Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall includecomplete, without limitationor cause to be completed, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, at the Contractor's fees, Landlord's fee for construction administration cost shown in an amount equal the approved Final Cost Estimate (subject to the amount charged provisions of this Work Letter), in accordance with final Working Drawings and Specifications approved by any both Landlord and Tenant. Following the full and complete execution and delivery of this Lease, Landlord shall pay towards the final construction manager retained by Landlord costs (the "Construction Manager"“Completion Cost”) up to as incurred a maximum of $6,121,750 624,640.00 (“Landlord Contribution”), based on $40.00 per usable square foot of the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building Premises (and Tenant's architect feesbased on 15,616 usable square feet), and not Tenant shall be fully responsible for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purposethe remainder (“Tenant Contribution”). Tenant shall bear understands and pay the cost agrees that any portion of the Landlord Contribution not requested by Tenant Improvements (including but in accordance with this Exhibit X by June 30, 2020, shall inure to the benefit of Landlord and Tenant shall not limited be entitled to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below)any credit or payment. Notwithstanding the foregoing, Tenant may utilize a portion of the Landlord Contribution not to exceed $78,080.00 toward the out-of-pocket expenses incurred by Tenant for the purchase, refurbishment and/or relocation of furniture for the Premises, and cabling and exterior signage costs (“Moving Allowance”). Tenant shall be reimbursed for such expenses by submitting copies of all supporting third-party invoices to Landlord by June 30, 2020. Landlord shall reimburse Tenant in one installment within 30 days following receipt of all such invoices. In addition to the Landlord Contribution, Landlord shall make available to Tenant an amount not to exceed $156,160.00 (“Additional Contribution”), based on $10.00 per usable square foot of the Premises, for the Tenant Improvements hereunder to be utilized by Tenant in connection with the initial Tenant Improvement Allowance work, which amount shall not be used for (amortized over the remaining months of the initial Lease Term at 7% per annum and repaid in monthly installments with the Basic Rent. Upon determination of the amount of the Additional Contribution, if any, Landlord shall memorialize same, together with the monthly repayment schedule, in writing and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvementspromptly acknowledge same.

Cost of Tenant Improvements. Unless specified otherwise herein, A. Landlord shall bear complete, or cause to be completed, the Tenant improvements, at the construction cost shown in the approved Final Cost Estimate (subject to the provisions of this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. Landlord shall pay towards the final construction costs ("Completion Cost") as incurred a maximum of Two Hundred Seventy-Four Thousand Six Hundred Forty Dollars ($274,640.00) ("Landlord's Contribution"), based on $16.00 per usable square foot of the Premises, and Tenant shall be fully responsible for the remainder ("Tenant Contribution"). It is understood, however, that unless due to matters beyond the reasonable control of Landlord or its contractor, Tenant shall not be required to pay for additional costs resulting from Landlord's failure to perform the work in accordance with the approved Working Drawings and Specifications. It is further specifically understood that should the City of Newport Beach require, as a condition to its issuance of a permit for the Tenant Improvement work, that Landlord make improvements or alterations to the Premises that are not reflected in the approved Preliminary Plan in order to comply with the ADA or other handicap access requirements, then Landlord shall be responsible for the cost of those additional improvements or alterations; provided that those additional costs may be applied by Landlord against any remaining balance of the Landlord's Contribution after deducting from the Landlord's Contribution the remainder of the Completion Cost exclusive of the cost of Tenant Changes. If the actual cost of completion of the Tenant Improvements (which cost shall include, without limitation, is less than the costs of construction, maximum amount provided for the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Contribution, Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building entitled to apply the unused portion to other improvements (but not towards personal property or appliances) in the Premises prior to the Building (and Tenant's architect fees)occupancy; however, and not for signage, furniture costs, any third party consulting in no event will a cash payment or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due refund to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvementsbe made.

Cost of Tenant Improvements. Unless specified otherwise herein, A. Landlord shall bear complete, or cause to be completed, the Tenant Improvements, at the construction cost not to exceed the approved Final Cost Estimate (subject to the provisions of this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. Landlord shall pay towards the final construction costs (“Completion Cost”) as incurred a maximum of $242,600.00 (“Landlord Contribution”), based on $10.00 per usable square foot of the Premises, and Tenant shall be fully responsible for the remainder, if any (“Tenant Contribution”). Subject to the following sentence, if the actual cost of completion of the Tenant Improvements (which cost shall includeis less than the maximum amount provided for the Landlord Contribution, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall such savings be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowanceapplied toward additional work, if any. The cost , that was part of the Tenant Improvements Preliminary Plan but that was not included in the Working Drawings and Specification, but if there is no such additional work, the savings shall exclude inure to the cost benefit of furniture, fixtures and inventory and other items of Tenant's Work (as defined below)Landlord. Notwithstanding the foregoing, not later than January 31, 2015, or 10 days after receiving the Final Cost Estimate, whichever is later, Tenant Improvement Allowance shall may elect, in writing, to utilize a portion of the Landlord’s Contribution, not be used to exceed the amount of $121,300.00, based on $5.00 per usable square foot of the Premises, either (i) towards Tenant’s cost of cabling, signage, security and audio/visual systems, furniture, architectural fees, and restoration costs for (the Existing Premises and Tenant shall have no responsibility for) the following costs except related moving expenses for Tenant’s move to the extent any of the foregoing are caused by TenantPremises, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5ii) principal or interest as credits to reduce the scheduled installments of Basic Rent due and payable under this Lease during the initial Term, such reductions shall be on construction loan obtained by Landlord for construction of the Tenant Improvementsan equal and straight-line basis.

Cost of Tenant Improvements. Unless specified otherwise herein, A. Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall includecomplete, without limitationor cause to be completed, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, at the Contractor's fees, Landlord's fee for construction administration cost shown in an amount equal the Final Cost Estimate (subject to the amount charged provisions of this Work Letter), in accordance with final Working Drawings and Specifications approved by any both Landlord and Tenant. Landlord shall pay towards the final construction manager retained by Landlord costs (the "Construction Manager"“Completion Cost”) up to as incurred a maximum of $6,121,750 4,727,150.00 (“Landlord Contribution”), based on $50.00 per rentable square foot of the "Premises, and Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only fully responsible for building improvements to the Building remainder (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. “Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined belowContribution”). Notwithstanding the foregoing, Tenant may utilize a portion of the Landlord Contribution not to exceed $472,715.00 toward the out-of-pocket expenses incurred by Tenant for relocating to the Premises, including furniture moving, data cabling costs and consulting costs (“Moving Allowance”). Tenant shall be reimbursed for such expenses by submitting copies of all supporting third-party invoices to Landlord within 120 days after the Commencement Date. Landlord shall reimburse Tenant in one installment within 30 days following receipt of all such invoices. If the actual cost of completion of the Tenant Improvement Allowance Improvements is less than the maximum amount provided for the Landlord Contribution, such savings shall inure to the benefit of Landlord and Tenant shall not be used entitled to any credit or payment or to apply the savings toward additional work. In addition to the Landlord Contribution, Landlord shall make available to Tenant an amount not to exceed $945,430.00 (“Additional Contribution”) for (the Tenant Improvements hereunder to be utilized by Tenant not later than December 31, 2012 in connection with the initial Tenant Improvement work, which amount shall be amortized over the 96 month Lease Term at 8% per annum and repaid in monthly installments with the Basic Rent. Upon determination of the amount of the Additional Contribution, if any, Landlord shall memorialize same, together with the monthly repayment schedule, in writing and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvementspromptly acknowledge same.