Tenant Improvements a. Tenant shall cause to be constructed certain tenant improvements (including those listed in Sections 7(e), 7(f) and 7(g) below) in the Additional Premises (“Tenant’s Work”) pursuant to the Work Letter attached as Exhibit E hereto (the “Work Letter”). Landlord shall provide Tenant with an improvement allowance in an amount not to exceed Nine Hundred Five Thousand Five Hundred Thirty-Five Dollars ($905,535) (based upon Forty-Five Dollars ($45) per rentable square foot) (the “TI Allowance”). The TI Allowance may be used to pay for the following costs related to Tenant’s Work: (i) construction, (ii) project oversight by Landlord (which fee shall equal three percent (3%) of the TI Allowance), (iii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant and (iv) building permits and other taxes, fees, charges and levies by Governmental Authorities for permits or for inspections of Tenant’s Work. In no event shall the TI Allowance be used for: (v) payments to Tenant or any affiliates of Tenant, (w) the purchase of any furniture, personal property or other non-building system equipment, (x) the cost of work that is not authorized by the Approved Plans or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under the Amended Lease or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). If the total cost of Tenant’s Work exceeds Forty-Five Dollars ($45) per rentable square foot of the Additional Premises, then Tenant shall pay the overage as and when due. Tenant shall have until December 31, 2008, to expend any unused portion of the TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. Tenant shall deliver to Landlord (Y) a certificate of occupancy for the Additional Premises suitable for the permitted use and (Z) a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect with respect to Tenant’s Work in the Additional Premises.
Tenant’s Work 2.1 All interior improvements, including installation of Trade Fixtures, as indicated in Exhibit B-3, furnishings and building core improvements ("Building Core Improvements") (collectively referred to herein as "Tenant's Work"), shall be constructed by Tenant at its sole cost and expense. All of the plans and specifications for Tenant's Work shall be approved by Landlord in advance of commencing any construction. Such approval by Landlord, shall not be unreasonably withheld. The parties agree that certain items of the Building Core Improvements shall be completed during shell construction by Landlord. Tenant shall invest a minimum of fifty dollars ($50.00) per rentable square foot, in excess of the Tenant Improvement Allowance supplied by Landlord, excluding soft costs ("Soft Costs" are those items described in Paragraphs 2.2 (v) through (xii)), to improve the entire Premises. Tenant shall, on or before the Term Commencement Date, provide Landlord with an accounting, certified by an officer of Tenant, itemizing all amounts expended by Tenant in excess of the Tenant Improvement Allowance to improve the Premises. If the amount expended by Tenant is less than fifty dollars ($50.00) per rentable square foot of the Building, (exclusive of Soft Costs), Tenant shall, together with the accounting, deliver to Landlord an unconditional irrevocable letter of credit (separate from the Letter of Credit described in paragraph 19 of this Lease) in an amount equal to the difference between the amount expended by Tenant and fifty dollars ($50.00) per rentable square foot of the Building (exclusive of Soft Costs). At any time prior to the twenty-fourth month of the Lease Term (but in no event more frequently than monthly) Tenant may provide Landlord with an amended accounting, as above, showing additional amounts expended by Tenant to improve the Premises since the last date shown on the immediately preceding accounting. If the total amount expended by Tenant is less than fifty dollars ($50.00) per rentable square foot of the Building (exclusive of Soft Costs), the amount of the letter of credit may be reduced to a sum equal to the difference between the amount expended by Tenant and fifty dollars ($50.00) per rentable square foot of the Building (exclusive of Soft Costs). On or before the last day of the twenty-fourth month of the Lease Term, with an amended accounting as above showing in addition any amounts expended by Tenant to improve the Premises since the last date shown on Tenant's most recent accounting, if the total amount expended by Tenant is less than fifty dollars ($50) per rentable square foot, Landlord shall be immediately entitled to draw down from the letter of credit an amount equal to the difference between the amount expended by Tenant and fifty dollars ($50.00) per rentable square foot. Upon such draw the requirement that this letter of credit be maintained shall terminate. The letter of credit shall (a) designate Landlord or its assignees as beneficiary, (b) be issued by a financial institution approved by Landlord, (c) be in form satisfactory to Landlord, and (d) be for a term of twenty-six months. Landlord shall not be required to deliver any certifications or documentation of any kind to the issuer in order to make a draw, other than Landlord's written demand. The issuer shall not be required to conduct any inquiry or investigation before paying Landlord the requested amount of the draw. Landlord may assign, transfer or pledge the letter of credit to any lender or purchaser in connection with any financing or sale of the Premises. Landlord shall provide to Tenant a Tenant Improvement Allowance of up to a maximum of thirty dollars ($30.00) per rentable square foot on the Premises ("Tenant Improvement Allowance") which shall include Soft Costs. The Tenant Improvement Allowance shall be reduced by the amount Landlord expends on Building Core Improvements, including the cost to Landlord of contracting with an architect to design the Building Core Improvements. Tenant shall promptly pay when due all costs for Tenant's Work. Landlord shall xxxxxurse Tenant a portion of such costs not to exceed in the aggregate the amount of the Tenant Improvement Allowance less amounts expended by Landlord for Building Core Improvements as provided above. Tenant shall, not more frequently than monthly after commencement of the construction of Tenant's Work, submit to Landlord requests for reimbursement of amounts expended by Tenant for Tenant's Work. Each request shall be certified by an officer of Tenant and shall include, without limitation, (i) copies of all invoices paid by Tenant for which reimbursement is sought (ii) proof of payment of each invoice (iii) a fully executed unconditional lien release from each payee, and (iv) such additional information as Landlord may reasonably request. After Landlord has received and approved each request as provided herein, Landlord shall process the approved request for payment by its lender and upon disbursement by Landlord's Lender reimburse Tenant promptly for one-half of all amounts shown in the request as expenditures for costs to which the Tenant Improvement Allowance applies, as hereinbelow provided, up to the maximum amount set forth above.
