Common use of Landlord’s Allowance Clause in Contracts

Landlord’s Allowance. Landlord acknowledges that Tenant may desire to make certain alterations or improvements in the Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any portion of Landlord’s Allowance that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costs.

Landlord’s Allowance. Landlord acknowledges that Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant may desire to make certain alterations or improvements in the Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with enter into this Lease, including without limitation Section 5.2 hereofLandlord shall contribute toward the cost of the design, construction and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which installation of the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereofincluding, without causing undue interference with Xxxxxxlimitation, Tenant’s use of Contractor’s fee and the PremisesConstruction Management Fee provided for in Paragraph 4.e.iii. To the extent that (ibelow) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but an amount not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty exceed Forty Dollars ($34,050.0040.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”). Any portion ; provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance that is not used may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements Improvements. No portion of the Landlord’s Allowance may be used by applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant as a credit toward payments of Basic Rent. If Tenant desires to may only apply any available portion of Landlord’s Allowance to Basic Rentportions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise not be due, specifying the amount entitled to be applied receive (and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance disburse) all or credit any then-undisbursed portion of the Landlord’s Allowance or otherwise reimburse if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such costsunimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Landlord acknowledges that Tenant may desire Notwithstanding anything to make certain alterations or improvements the contrary in Paragraph 9 of the Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereofas an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which installation of the Tenant Improvements have been completed except for items of work the Additional Premises (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereofincluding, without causing undue interference with Xxxxxxlimitation, Tenant’s use of Contractor’s fee and the PremisesConstruction Management Fee provided for in Paragraph 2.e.iii. To the extent that (ibelow) such work is substantially completed in accordance with such requirements, an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty 50/100 Dollars ($34,050.004,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. Any No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is not used for the to be applied to Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rentgenerally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant desires elects to apply leave any available substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to Basic Rentreflect the number of square feet actually being improved; provided that if Tenant, Tenant shall so advise Landlord in writing no later than prior to the day on which expiration of the payment in question would otherwise be dueAllowance Availability Period, specifying the amount subsequently elects to be applied and the calendar month to which improve any such payment is to be applied. To the extent thatunimproved space, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance will be re-adjusted to pay for Tenant Improvement costs or requested that Landlord apply reflect and include the undisbursed Landlord’s rentable area of the space so improved, but the Allowance to payment of then owing or future installments of Basic Rent, Landlord Availability Period shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costsnot be extended.

Landlord’s Allowance. At such time as Preliminary Plans that have been approved in writing by both Landlord acknowledges that and Tenant may desire have been prepared, Landlord shall obtain a bid for the construction or installation of the Tenant Improvements as shown thereon. Landlord shall promptly notify Tenant of the amount of such bid plus the amount required to make certain alterations pay for the preparation of the Preliminary Plans and of architectural and engineering construction drawings for the Tenant Improvements (the "Estimated Work Cost"). If the Estimated Work Cost is less than or improvements in equal to $26.50 per square foot of the Rentable Area of the Premises to make (the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”"Landlord's Allowance"), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements then Landlord shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and proceed in accordance with plans and specifications approved in advance by paragraph 5 below. Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements 's Allowance shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference applied to pay all costs associated with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such assaid construction including, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, space planning and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any portion of Landlord’s Allowance that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be appliedarchitectural fees. To the extent that, within two hundred seventy that the total construction costs equal less than Twenty One and 50/100 Dollars (270$21.50) days after per rentable square foot of the Commencement DatePremises (the "Base Allowance"), Tenant has not either requested disbursement shall receive as a credit against Base Rent an amount equal to any unused portion of Landlord’s Allowance to pay for Tenant Improvement such Base Allowance; provided, however, should the actual costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rentexceed such Base Allowance, Landlord shall have no further obligation amortize an amount equal to advance or credit any then-undisbursed portion the amount of such excess costs up to a maximum of Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises (the "Amortized Amount") over the Term of the Lease and Tenant's Base Rent shall be increased to include the amount of such excess costs plus interest on such amount at the rate of eleven percent (11%) per annum. If the Estimated Work Cost is greater than the sum of Landlord’s 's Allowance and the Amortized Amount, then Tenant, at Tenant's option, may elect to eliminate one or otherwise reimburse more items shown on the Preliminary Plans so as to reduce the Estimated Work Cost. If Tenant does not so elect to eliminate one or more items shown on the Preliminary Plans, or does so elect but the Estimated Work Cost after accounting for any such coststhe eliminated items is still greater than the sum of Landlord's Allowance and the Amortized Amount, then Tenant shall forthwith deposit with Landlord an amount (the "Construction Deposit") equal to one-half of the difference between (a) the sum of Landlord's Allowance and the Amortized Amount and (b) the Estimated Work Cost (as the same may have been revised), whereupon Landlord shall proceed in accordance with paragraph 5 below.

Landlord’s Allowance. a) Tenant shall bear all costs of construction of the Improvements in excess of the Allowance, and shall deposit such excess costs with Landlord acknowledges pursuant to the provisions of Subsection 2 (d) hereinbelow. In addition, Tenant shall be responsible for payment of any and all of Landlord’s actual and reasonable out of pocket costs incurred in reviewing Tenant’s plans for any Change Order or for any other “peer review” work associated with Landlord’s review of Tenant’s plans for any Change Order, including, without limitation, Landlord’s out of pocket costs incurred in engaging any third party engineers (including engineers engaged to review specifications for any supplementary HVAC units), contractors, consultants or design specialists, with the understanding that such payment can be charged against the Allowance or reimbursed separately by Tenant may desire if and to the extent the Allowance has not been fully paid. If reimbursed separately, Tenant shall pay such costs to Landlord within ten (10) business days after Landlord’s delivery to Tenant of a copy of the invoice(s) for such work. Landlord shall have no obligation whatsoever to commence construction of the Improvements until such time as Tenant has deposited the excess costs of construction, and Tenant’s failure to make certain alterations or improvements such deposit timely, as required, shall be assessed against Tenant as a Tenant Delay (as hereinafter defined), pursuant to the provisions contained in this subsection 2 a). As used in this Lease, “Tenant Delay” shall mean any delay in the Premises to make construction of the same more suitable for Tenant’s occupancy Improvements caused by any act, omission, delay or material default by Tenant or any Tenant Party (collectivelyas hereinafter defined), including, without limitation, the “failure of Tenant Improvements”), which may includeor Tenant Party to comply with any construction schedule or other provision expressly set forth in this Lease (including, without limitation limitation, Exhibit B) requiring Tenant or any Tenant Party to respond to, review, authorize or approve any matter, or perform an obligation related to the design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All the Improvements within a specified time period, provided, however, that no Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements Delay shall be deemed substantially complete on to have occurred unless and until Landlord has provided a written notice to Tenant that date on is factually correct in all material respects (the “Tenant Delay Notice”), specifying the action or inaction which Landlord contends constitutes the Tenant Delay. If such action or inaction is not cured by Tenant within two (2) business days after Tenant’s receipt of such Tenant Delay Notice, then the Tenant Delay shall be deemed to have occurred as of the date the Tenant Delay Notice is delivered to Landlord. A Tenant Delay shall also be assessed in the event any component EXHIBIT B IMPROVEMENT CONSTRUCTION AGREEMENT (continued) of the Improvements have been completed except or any Change Order requires materials that are not locally available, or is not customary for items of work (a normal office build out and, if applicableas a result, adjustment the same requires a longer lead time for ordering materials or a longer construction period. If a Tenant Delay has occurred, then the Commencement Date (as defined in the Lease) shall be the earlier of equipment and fixtures(i) which can be completed after Xxxxxx has taken occupancy November 1, 2006, or (ii) the date that substantial completion of the PremisesImprovements would have occurred but for such Tenant Delay. As used in this Lease a “Tenant Party” shall mean Tenant, any employee of Tenant, or any part thereofagent, without causing undue interference with Xxxxxx’s use of the Premisesauthorized representative or construction manager engaged by Tenant. To the extent that (i) the Improvements are consistent with typical general office improvements and completion of same results in required renovations or revisions to any Common Area of the Building and provided no variance from such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenantrequirement can be obtained, Landlord shall reimburse Tenant, within thirty (30) days after receipt of perform such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “renovations or revisions at Landlord’s Allowance”). Any portion of Landlord’s Allowance that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be appliedsole cost. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement Improvements are inconsistent with typical general office improvements and completion of Landlord’s Allowance same results in required renovations or revisions to pay for Tenant Improvement costs or requested that Landlord apply any Common Area of the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic RentBuilding and provided no variance from such requirement can be obtained, Landlord shall have no further obligation to advance perform such renovations or credit any then-undisbursed portion of Landlordrevisions at Tenant’s Allowance or otherwise reimburse Tenant for any such costssole cost (which cost, if any, may be charged against the Allowance).

Landlord’s Allowance. Upon Tenant’s written request given prior to August 31, 2006 and in the manner set forth in the Lease, Landlord acknowledges that agrees to fund the costs incurred by Tenant may desire in connection with modifications to make certain alterations or improvements in the Premises to make the same more suitable for Tenant’s occupancy be made by Tenant (collectively, the “Tenant Improvements”), which may includenot to exceed a maximum amount of Fifty Thousand and No/100 Dollars ($50,000) subject to the provisions hereof and the Lease (“Landlord’s Allowance”). The Landlord’s Allowance shall be paid to Tenant, without limitation design and construction of leasehold improvements and wiring and infrastructure for or directly to Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenantgeneral contractor, within thirty (30) days after receipt presentation by Tenant to Landlord of evidence reasonably satisfactory to Landlord of Tenant’s payment for such work (or evidence of completion of such invoices and supporting material, for costs actually incurred by Tenant (excluding work in the costs event of furniture, trade fixtures and equipmentany such direct payment), as evidenced by such invoiceswhen finished, in connection with the construction of the Tenant Improvementsincluding, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars without limitation, invoices ($34,050.00receipted if applicable) (the “Landlord’s Allowance”). Any portion of Landlord’s Allowance that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be appliedlike. To the extent thatthat the cost of such work exceeds Landlord’s Allowance, Tenant shall be entirely responsible for such excess. Tenant agrees to use the Landlord’s contractor, Xxxxxxxx Construction of New England Limited Partnership (“Xxxxxxxx”), as the general contractor in connection with such work. Xxxxxxxx shall competitively bid such work, including subcontractors recommended by Tenant, and the same shall be done on an open book basis with Tenant with a minimum of two (2) competitive bids for each trade/division of such work, to the extent feasible. Xxxxxxxx shall earn a fee of five percent (5%) of the total cost of the work, such cost of the work to include, without limitation, general conditions and special conditions. All such work shall be undertaken in accordance with the applicable terms and conditions of the Lease, including, without limitation, Section 9.4 thereof. Landlord shall not charge Tenant for any supervisory or administrative fee in connection with such work. The final, actual amount of the Landlord’s Allowance paid hereunder by Landlord, if any, shall be amortized over the remainder of the Original Term (through September 30, 2010) on a straight line basis, plus interest at the rate of eight percent (8%) per annum, commencing from and after the date of disbursement of such amount. If the Tenant shall fail to deliver such written request to Landlord by August 31, 2006, then the Landlord’s agreement to provide the Landlord’s Allowance set forth herein shall be void, time remaining of the essence of the Lease. Such work shall begin within two hundred seventy thirty (27030) days after the Commencement DateAugust 31, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent2006, Landlord and shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costsbe completed within sixty (60) days.

Landlord’s Allowance. Landlord acknowledges that Tenant may desire As Landlord's contribution to make certain alterations or improvements work provided in the Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”Paragraph 1(a), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse provide Tenant with an allowance of Two Hundred Eight Thousand Four Hundred Fifty-Two and 00/100 Dollars ($208,452.00) ("Landlord's Allowance") with respect to the Initial Premises. Notwithstanding the above, Tenant may, at Tenant's discretion, within thirty (30) days after receipt use all or any portion of such invoices and supporting material, Landlord's Allowance for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures related to design and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but Tenant's signage costs, moving expenses and installation of Tenant's furniture; provided, however, that as a condition to Tenant's right to use Landlord's Allowance for such purposes, Tenant shall be required to improve and finish all portions of the Initial Premises to at least the following minimum standards: (i) a fully completed ceiling with lights connected and switched and ceiling tiles installed; (ii) the base building heating, ventilating and air conditioning system installed, including interior duct work, supply grills, and interior zone controls; (iii) sprinkler heads installed or relocated in no event accordance with applicable codes; (iv) a fully operational and certified life safety system installed; (v) finished floors; (vi) all drywall surfaces fully skimmed, sanded, painted and finished; (vii) standard electrical distribution outlets for convenience power installed and connected; and (viii) a certificate of occupancy from the appropriate governmental authority shall be issued for such space. Landlord be obligated represents and warrants to reimburse Tenant more than Thirtythat implementation of the Plans will (i) exceed the minimum standards set forth in the immediately preceding sentence, and (ii) result in the completion of all improvements called for in the pricing drawings approved by Landlord and Tenant. [THE FOLLOWING PARAGRAPH APPLIES ONLY TO CONSTRUCTION OF TENANT IMPROVEMENTS IN THE INITIAL PREMISES, AND NOT OTHERWISE] In addition to the Landlord's Allowance described above, Landlord agrees to provide Tenant with an additional allowance with respect to construction of Tenant Improvements in the Initial Premises up to the amount of Forty-four Nine Thousand Fifty Five Hundred Twenty-Two and 26/100 Dollars ($34,050.00) (49,522.26), which allowance is hereinafter referred to as the “Landlord’s "Additional Allowance”). Any portion of Landlord’s ." Tenant shall pay interest on the Additional Allowance that is not used in advance for the Tenant Improvements may twelve month period beginning on the Commencement Date at a rate of fifteen percent (15%) per annum in the amount of up to Seven Thousand Four Hundred Twenty-Eight and 34/100 Dollars ($7,428.34), as follows: (i) the sum of Six Thousand Eight Hundred Four and 83/100 Dollars ($6,804.83) shall be used paid by Tenant as to Landlord upon the full execution and delivery of this Lease, and (ii) the balance of interest on the Additional Allowance due to Landlord for the twelve month period beginning on the Commencement Date, up to a credit toward payments maximum Six Hundred Twenty-Three and 51/100 dollars ($623.51), shall be paid by Tenant to Landlord upon demand. Upon the first anniversary of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not shall elect either requested disbursement to (1) repay to Landlord the full amount of the Additional Allowance, or (2) amortize the Additional Allowance on a straight-line basis with interest at the rate of fifteen percent (15%) per annum over the remainder of the Lease Term. In such event, Tenant may prepay to Landlord all or any portion of the Additional Allowance at any time and from time to time. Any such payments made by Tenant shall be additional rent and shall, at Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future 's option, be paid as and when Tenant's installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costsBase Rent become due.

Landlord’s Allowance. Landlord acknowledges that agrees to pay Tenant may desire the “Allowance,” to make certain alterations or improvements in be applied to the Premises to make the same more suitable for cost of designing and performing Tenant’s occupancy Work, equal to the lesser of (collectivelya) Tenant’s Costs, or (b) the “Tenant Improvements”), Maximum Allowance Amount (which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and prorated in accordance with plans Paragraph 1(j) of this Work Letter). As used below, “Landlord’s Percentage” means that percentage obtained by dividing the Maximum Allowance Amount (which may be prorated in accordance with Paragraph 1(j) of the Work Letter) by the then-current estimate of the total Tenant’s Costs (based on Tenant’s contracts with Tenant’s Architect, Tenant’s Engineers and specifications approved Contractor); provided that Landlord’s Percentage will never exceed 100%. Landlord will pay the amount of the Allowance to Tenant in advance progress payments no more than on a monthly basis upon the completion of Tenant’s Work in each Building. Such progress payments will be made not later than 30 days after receipt by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Landlord from Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work copies of Tenant’s invoices from Contractor (and, if where applicable, adjustment copies of equipment and fixturesContractor’s invoices from its subcontractors or suppliers) together with a certificate from Tenant’s Architect (or other evidence satisfactory to Landlord) indicating that the work to which can be such invoices relate has been substantially completed after Xxxxxx has taken occupancy of and/or the materials to which such invoices relate have been installed in, or delivered to, the Premises, and such work is for the completion of Tenant’s Work in the applicable Building. Such progress payments will be made payable to Tenant or any part thereofContractor, without causing undue interference with Xxxxxxand will be for Landlord’s use Percentage of the Premisesamount of the submitted invoices, less a 10% retainage. To As a condition precedent to Landlord delivering the extent first such progress payment, Tenant will deliver to Landlord original conditional lien waivers for the work completed or materials supplied as of the date of such lien waiver. As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant will deliver to Landlord both original lien waivers from Contractor and any applicable subcontractor or supplier indicating that claims for mechanics’ or materialmen’s liens with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment have been unconditionally waived and original conditional lien waivers for the work completed or materials supplied as of the date of each such lien waiver subsequent to such preceding progress payment. A further condition precedent to Landlord’s issuing the last such payment for the amount of the retainage will be that Landlord has received from Tenant (either prior to or simultaneously with the issuance of such final payment) the following: (i) such work is substantially written notice from Contractor and Tenant’s Architect (or other evidence satisfactory to Landlord) that Tenant’s Work has been completed in accordance with such requirements, and (including completion of any punch list items); (ii) receipted invoices (final and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final unconditional original lien waivers from any contractor Contractor and all subcontractors, suppliers, materialmen and other parties who performed labor at, or subcontractor performing supplied materials to, the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, Premises in connection with Tenant’s Work; and (iii) a copy of the certificate of occupancy for the Premises issued by the appropriate governmental authorities. Landlord will have no obligation to make any such progress payment at the any time of any advance of funds, there then that a Default exists no Default of Tenant under the Lease, nor any event or circumstance which, with Lease and the giving total of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of all such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but progress payments will in no event shall exceed the amount of the Allowance. Landlord be obligated will have no obligation to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any disburse any portion of Landlord’s Allowance the Allowance, including any retainage, after the date that is one year following the Start Date. Tenant will not used for be entitled to any credit if the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of LandlordMaximum Allowance Amount exceeds Tenant’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costsCost.

Landlord’s Allowance. Landlord acknowledges that Tenant may desire As an inducement to make certain alterations or improvements in the Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with entering into this Lease, including without limitation Landlord shall, subject to Section 5.2 hereofD.3 above, provide to Tenant a special allowance (“Landlord’s Allowance”) not to exceed $2,995,739.00 to be used by Tenant to pay for the cost (“Hard Costs”) of the Tenant’s Work, as defined in Section 4.1(C), and Permitted Soft Costs, as hereinafter defined, plus an allowance (“Bathroom Allowance”) not to -25- exceed $50,000.00 per bathroom for each of floors 15-19 and floor 23 (there being two bathrooms per floor) to be used by Tenant to pay for the cost of renovating the men’s and women’s bathrooms on each of such floors in accordance with the plans and specifications approved in advance by Landlord, such which approval shall not be unreasonably withheld (the work to be unreasonably withheld, delayed or conditionedperformed by Xxxxxx in renovating such bathrooms being hereinafter referred to as the “Bathroom Renovations”). The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent Provided that (i) such work is substantially completed Tenant has delivered to Landlord lien waivers from all persons with contracts with a value in accordance excess of $25,000.00 who might have a lien as a result of Tenant’s Work, in recordable form (Landlord acknowledging that Tenant shall not be able to a lien waiver from a contractor in connection with such requirementscontractor’s first application for payment), and (ii) receipted invoices Tenant has delivered to Landlord its certificate as to the cost of such Tenant’s Work, together with evidence thereof in the form of paid invoices, receipts and the like, (and other material required under this Lease iii) Tenant has made request for such payment on or reasonably required before August 31, 2007 (“Outside Requisition Date”), except that if the Commencement Date in respect of the New 21st Floor Premises does not occur on or before September 1, 2004, then, with respect to costs incurred by Landlord such asTenant with respect to the New 21st Floor Premises not to exceed $131,281.01, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing Outside Requisition Date shall be the actual cost thereof are presented to Landlord, within one hundred eighty (180) days date three years after the New 21st Floor Premises Commencement Date, and (iiiiv) at the time no Event of any advance of funds, there then exists no Default of Tenant under described in clauses (a) or (d) of Section 15.1 of the LeaseLease is outstanding and no condition described in clauses (b), nor any event or circumstance which(e), with the giving of notice or the passage of time(f), (g), (h), (i), (j), or both(k) of Section 15.2 has occurred and is outstanding, would constitute a Default of Tenant, Landlord shall reimburse Tenant, then within thirty (30) days after receipt the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the amount of such invoices and supporting material, for costs actually incurred by Tenant (excluding so certified up to the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any Tenant may not submit a requisition for payment on account of Landlord’s Allowance more than one time in any calendar month. Tenant may submit requisitions for payment to Landlord on account of Landlord’s Allowance after the Execution Date of this Lease. Tenant shall have no right to any unused portion of Landlord’s Allowance that is not used for Allowance, nor shall there be any application of the Tenant Improvements may be used same toward Annual Fixed Rent or Additional Rent owed by Tenant as a credit toward payments of Basic Rentunder this Lease. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance fails timely to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse the Bathroom Allowance properly payable to Tenant for any when due, then Tenant shall have the right to deduct such costsamount from the next installments (s) of the Annual Fixed Rent and other charges due under the Lease.

Landlord’s Allowance. Landlord acknowledges agrees to pay Tenant the "Allowance," to be applied to the cost of designing and performing Tenant's Work, equal to the lesser of (a) Tenant's Costs plus Additional Costs, if any, or (b) the Maximum Allowance Amount. As used below, "Landlord's Percentage" means that Tenant may desire percentage obtained by dividing the Maximum Allowance Amount by the then-current estimate of the total Tenant's Costs (based on Tenant's contracts with Tenant's Architect, Tenant's Engineers and Contractor); provided that Landlord's Percentage will never exceed 100%. Landlord will pay the amount of the Allowance to make certain alterations or improvements in the Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which progress payments after the commencement of the Tenant Improvements have been completed except for items Finish Period. Such progress payments will be made not later than 30 days after receipt by Landlord from Tenant of work copies of Tenant's invoices from Contractor (and, if where applicable, adjustment copies of equipment and fixturesContractor's invoices from its subcontractors or suppliers) together with a certificate from Tenant's Architect (or other evidence satisfactory to Landlord) indicating that the work to which can be such invoices relate has been substantially completed after Xxxxxx has taken occupancy of and/or the Premisesmaterials to which such invoices relate have been installed in, or any part thereofdelivered to, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirementsSuch progress payments will be made payable to Tenant and Contractor, and (ii) receipted invoices (and other material required under this Lease or reasonably required by will be for Landlord's Percentage of the amount of the submitted invoices, less a 10% retainage, unless Tenant's contracts provide for at least a 10% retainage, in which case Landlord will waive its retainage. As a condition precedent to Landlord's issuing any such asprogress payment subsequent to the first such progress payment, but not limited to, final Tenant will deliver to Landlord original lien waivers from Contractor and any contractor applicable subcontractor or subcontractor performing supplier indicating that claims for mechanics' or materialmen's liens with respect to the Tenant Improvements) showing labor and materials reflected in the actual cost thereof are presented invoices submitted for the immediately preceding progress payment have been waived. A further condition precedent to Landlord, within one hundred eighty 's issuing the last such payment for the amount of the retainage will be that Landlord has received from Tenant (180either prior to or simultaneously with the issuance of such final payment) days after the Commencement Date, following: (a) written notice from Contractor and Tenant's Architect (iiior other evidence satisfactory to Landlord) at the time that Tenant's Work has been completed (including completion of any advance of fundspunch list items); (b) final and unconditional original lien waivers from Contractor and all subcontractors, there then exists no Default of Tenant under the Leasesuppliers, nor any event or circumstance which, with the giving of notice or the passage of timematerialmen and other parties who performed labor at, or bothsupplied materials to, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, Premises in connection with the construction Tenant's Work; and (c) a copy of the Tenant Improvements, but certificate of occupancy for the Premises issued by the appropriate governmental authorities. Landlord will have no obligation to make any such progress payment at any time that a Default exists under the Lease and the total of all such progress payments will in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any portion of Landlord’s Allowance that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying exceed the amount to be applied of the Allowance. In no event will Landlord pay any Additional Costs unless and until the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270requirements of Subparagraph l(p) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costsabove are satisfied.

Landlord’s Allowance. Landlord acknowledges that Tenant may desire to make certain alterations or improvements in shall contribute toward the Premises to make cost of the same more suitable for Tenant’s occupancy design, construction and installation of the Initial Alterations (collectively, the “Tenant Improvements”), which may includeincluding, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Leaselimitation, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval Construction Management Fee) an aggregate amount not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on exceed Two Million Two Hundred Fifty Thousand Seven Hundred Twenty and 00/100 Dollars ($2,250,720.00) (which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy equals $40.00 per rentable square foot of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any Except as set forth in the preceding provision, no portion of Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, furniture (including work stations and modular office furniture, regardless of the method of attachment to wall and/or floors), voice, data or cabling, signage, Monthly Rent, Additional Rent, moving expenses or other amounts payable by Tenant pursuant to this Lease. To the extent that the cost of construction of the Initial Alterations (including the Construction Management Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant shall pay all such excess (the “Excess Cost”). At such time as the Initial Allowance Disbursement (as defined below) has been entirely disbursed, Tenant shall commence payment of the then-estimated Excess Costs, if any, for the Initial Alterations to the Contractor; provided that Tenant shall not be required to fund any portion of the Excess Costs that is not used then unknown, which portion shall be payable by Tenant, if at all, following full disbursement by Landlord of the Landlord’s Allowance. Landlord shall disburse the first One Million Six Hundred Eighty-Eight Thousand Forty Dollars ($1,688,040.00) of the Landlord’s Allowance (“Initial Allowance Disbursement”) directly to Tenant within thirty (30) days after Landlord’s receipt of monthly progress payment requests from Tenant which requests shall include (A) invoices of Contractor, subcontractors or suppliers, as applicable, furnished to Landlord by Tenant covering work actually performed to date, construction in place to date and materials delivered to the site to date (as may be applicable), describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Contractor plus subcontractors or suppliers supplying work or materials in any amount, for their portion of the work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons or entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until the earlier to occur of (i) expiration of the applicable lien periods or (ii) Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 3262) from the Contractor and all subcontractors and suppliers involved in the Initial Alterations as provided above in this paragraph. Once the Initial Allowance Disbursement has been made and Tenant Improvements may has paid the then-estimated Excess Costs as required above, Landlord shall disburse the remainder of the Landlord’s Allowance on the same terms and conditions set forth above in this paragraph. As provided above, once the Landlord’s Allowance has been fully disbursed, Tenant shall pay any remaining Excess Costs associated with the Initial Alterations. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires obligated to apply disburse any available portion of Landlord’s Allowance to Basic Rent, Tenant during any period that an Event of Default continues (but the foregoing shall so advise not relieve Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further from its obligation to advance or credit any then-undisbursed portion make such disbursement after such Event of Landlord’s Allowance or otherwise reimburse Tenant for any such costsDefault shall be cured).

Landlord’s Allowance. (1) As Landlord's contribution to work provided in Paragraph 1(a), Landlord acknowledges shall provide Tenant with an allowance of Two Hundred Seventeen Thousand Two Hundred Sixty and 00/100 Dollars ($217,260.00) with respect to the Fourth Floor Expansion Premises (hereinafter referred to as "Landlord's Fourth Floor Expansion Allowance"). Tenant and Landlord acknowledge and agree that at Tenant's option (and subject to the Fourth Floor Expansion Plans), Tenant shall have the right to utilize an exposed ceiling in any or all areas of the Fourth Floor Expansion Premises in lieu of ceiling grid and ceiling tile. Any such election by Tenant must be noted on the Fourth Floor Expansion Plans. Landlord and Tenant agree that such an election by Tenant will result in savings to Landlord, and as such, Landlord agrees that it shall provide Tenant with an additional credit in an amount equal to the difference between (1) $6,100, and (2) the product obtained by multiplying the sum of $6,100 by a fraction, the numerator of which is the number of ceiling tiles that Tenant may desire elects to make certain alterations or improvements install in the Fourth Floor Expansion Premises and the denominator of which is the number of ceiling tiles that may be installed in the ceiling grid as configured as of the date hereof (as denominated by Tenant on the Fourth Floor Expansion Plans) (the "Fourth Floor Base Building Credit Allowance"). The Fourth Floor Base Building Credit Allowance shall be paid to make Tenant in the same more suitable for Tenant’s occupancy (collectivelymanner as the Landlord's Fourth Floor Expansion Allowance. In addition, in the event that Tenant elects to remove all or any portion of the ceiling grid, Tenant shall pay Landlord an amount equal to the product obtained by multiplying the sum of $12,920 by a fraction, the “numerator of which is the square footage of the ceiling grid that is removed, and the denominator of which is the total square footage of the ceiling grid actually installed as of this date (as denominated by Tenant Improvements”on the Fourth Floor Expansion Plans), which may includeamount shall be paid by Tenant to Landlord on or before the Fourth Floor Expansion Effective Date. Notwithstanding the above, without limitation Tenant may, at Tenant's discretion, use up to Fifty-Four Thousand Three Hundred Fifteen and 00/100 Dollars ($54,315.00) of Landlord's Fourth Floor Expansion Allowance for costs related to design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Fourth Floor Expansion Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any portion Tenant's signage costs, moving expenses and installation of Landlord’s Allowance that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costsTenant's furniture.

Landlord’s Allowance. Landlord acknowledges that Tenant may desire As Landlord's contribution to make certain alterations or improvements work provided in the Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”Paragraph 1(a), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse provide Tenant with an allowance of Two Hundred Seventeen Thousand Two Hundred Sixty and 00/100 Dollars ($217,260.00) ("Landlord's Allowance") with respect to the Fifth Floor Expansion Premises. Notwithstanding the above, Tenant may, at Tenant's discretion, within thirty (30) days after receipt use all or any portion of such invoices and supporting material, Landlord's Allowance for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures related to design and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any portion Tenant's signage costs, moving expenses and installation of Landlord’s Allowance Tenant's furniture; provided, however, that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires condition to apply any available portion of Tenant's right to use Landlord’s 's Allowance to Basic Rentfor such purposes, Tenant shall so advise be required to improve and finish all portions of the Fifth Floor Expansion Premises to at least the following minimum standards: (i) a fully completed ceiling with lights connected and switched and ceiling tiles installed; (ii) the base building heating, ventilating and air conditioning system installed, including interior duct work, supply grills, and interior zone controls; (iii) sprinkler heads installed or relocated in accordance with applicable codes; (iv) a fully operational and certified life safety system installed; (v) finished floors; (vi) all drywall surfaces fully skimmed, sanded, painted and finished; (vii) standard electrical distribution outlets for convenience power installed and connected; and (viii) a certificate of occupancy from the appropriate governmental authority shall be issued for such space. Landlord represents and warrants to Tenant that implementation of the Plans will (i) exceed the minimum standards set forth in writing no later than the day on which immediately preceding sentence, and (ii) result in the payment completion of all improvements called for in question would otherwise be due, specifying the amount to be applied pricing drawings approved by Landlord and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costsTenant.

Landlord’s Allowance. Landlord acknowledges that Tenant may desire to make certain alterations or improvements in shall contribute toward the Premises to make cost of the same more suitable for Tenant’s occupancy construction and installation of the Initial Alterations (collectively, the “Tenant Improvements”), which may includeincluding, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Leaselimitation, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (Contractor's fee and, if applicableTenant does not select Xxxxxx-Xxxxxxxxxxx, adjustment of equipment and fixturesX.X. or such other contractor designated by Landlord ("Landlord's Contractor") which can be completed after Xxxxxx has taken occupancy as Contractor, the Alteration Operations Fee provided for in Paragraph 9) an amount not to exceed Five Dollars ($5.00) per rentable square foot of the PremisesPremises ("Landlord's Allowance"). No portion of Landlord's Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage or free rent, or to Tenant's design, space planning, architectural or engineering or other consultants' costs. Notwithstanding anything to the contrary in this Paragraph 4.b., Landlord's Allowance shall be available for disbursement pursuant to the terms hereof only for the first twelve (12) months after the Commencement Date. Accordingly, if any part thereofportion of Landlord's Allowance is not utilized prior to the date that is twelve (12) months from the Commencement Date, without causing undue interference with Xxxxxx’s use such unused portion shall be forfeited by Tenant. Landlord shall disburse Landlord's Allowance directly to Contractor, or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Each disbursement shall be conditioned upon Landlord's receipt of invoices to be furnished by Tenant covering work actually performed, construction in place and materials delivered to the Premisessite (as may be applicable). To the extent that permitted by law, Landlord may withhold the amount of any and all retention percentages provided for in original contracts or subcontracts until the earlier of (i) such work is substantially completed in accordance with such requirements, and the expiration of the applicable lien period or (ii) Landlord's receipt of a waiver of lien rights from the general contractor, subcontractors or suppliers whose invoices are applicable to the respective disbursement for, and/or on account of, the work or materials covered by such invoice. In the event the cost of the Initial Alterations exceeds Landlord's Allowance set forth above, Tenant shall pay all such excess costs (the "Excess Cost") directly to Contractor or the subcontractors or suppliers involved and shall furnish to Landlord copies of receipted invoices (therefor and other material required under this Lease or such waivers of lien rights as Landlord may reasonably required by Landlord such asrequire. If the Alteration Operations Fee is applicable, but not limited tothen, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time Landlord makes any disbursement of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of TenantLandlord's Allowance, Landlord shall reimburse Tenantretain from Landlord's Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Alteration Operations 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 thirty fifteen (3015) days after receipt of such invoices and supporting materialwritten demand, for costs actually incurred by Tenant (excluding pay to Landlord the costs of furnitureremainder, trade fixtures and equipment)if any, as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated Alteration Operations Fee not yet paid to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s . In addition to Landlord's Allowance”). Any portion of Landlord’s Allowance that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion pay for the entire cost of the Landlord’s Allowance or otherwise reimburse Tenant for any such costs's Work described in Paragraph 4.c. below.

Landlord’s Allowance. Landlord acknowledges that Tenant may desire to make certain alterations or improvements in the Premises to make the same more suitable for The Initial Improvements (as well as installation of Tenant’s occupancy (collectivelyown trade fixtures, the “Tenant Improvements”), which may include, without limitation design equipment and construction of leasehold improvements and wiring and infrastructure for furniture) are to be constructed at Tenant’s furniture systemsexpense. All Landlord has agreed to provide Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not an improvement allowance of up to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the construction of the Tenant Improvements, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) 1,761,200.00 (the “Landlord’s Allowance”), to be applied toward the cost of the Initial Improvements. Any portion Up to $125,800.00 of the Landlord’s Allowance that is not used for the Tenant Improvements may be used by Tenant as a credit toward payments for moving, cabling costs, and furniture costs related to the New Premises. Tenant may submit requests for disbursements of Basic Rent. If Tenant desires to apply any available portion of the Landlord’s Allowance not more than monthly. To draw on the Landlord’s Allowance, Tenant must submit to Basic RentLandlord a written notice requesting disbursement, together with (i) invoices for all costs included in the request for disbursement, (ii) proof that such costs have been paid, including appropriate lien waivers in a form acceptable to Landlord, and (iii) such other documentation as Landlord may reasonably request. Landlord shall make disbursements for the requested portion of the Landlord’s Allowance within sixty (60) days following Landlord’s receipt of a proper request for disbursement and Landlord may make such disbursements to Tenant or pay directly to Tenant’s contractors, as agreed to by Landlord and Tenant. Tenant will be responsible for paying the excess of the cost of the Initial Improvements over the Landlord’s Allowance. In the event the actual cost of the Initial Improvements is less than the Landlord’s Allowance, Tenant shall so advise not be entitled to any additional Initial Improvements or a rebate or credit against Rent, and the unused portion of the Landlord’s Allowance shall remain the property of Landlord in writing no later than except for up to up to $125,800.00. If the day on which the payment in question would otherwise be due, specifying the amount Initial Improvements to be applied and constructed with the calendar month to which such payment is to be applied. To Landlord’s Allowance have not commenced as of twelve (12) months from the extent that, within two hundred seventy (270) days after the Extension Commencement Date, Tenant has not either requested disbursement of Landlord’s obligation to provide sums to construct the Initial Improvements shall terminate, and the Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply shall expire. No disbursement of any part of the undisbursed Landlord’s Allowance to payment by Landlord will constitute acceptance of then owing any condition of the Initial Improvements, an approval of any action taken or future installments omission of Basic RentTenant or its contractors, subcontractors and material suppliers, or waive any other rights or claims that Landlord shall might have no further obligation to advance at law or credit any then-undisbursed portion in equity. In the event that Landlord does not make disbursement of the Landlord’s Allowance or otherwise reimburse within sixty (60) days following Landlord’s receipt of a proper request for disbursement, Tenant for any shall provide a second, written notice to Landlord requesting payment within ten (10) business days following Landlord’s receipt of such costsnotice. If Landlord fails to make payment following such ten (10) business day period, Tenant may offset the requested disbursement amount against Rent.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, Landlord acknowledges that Tenant may desire to make certain alterations or improvements in shall contribute toward the Premises to make cost of the same more suitable for design, construction and installation of the Refurbishment Alterations (including, without limitation, Tenant’s occupancy Contractor’s fee and the Alteration Operations Fee provided for in Paragraph 9.a. of the Lease) an aggregate amount not to exceed Two Million Five Hundred Sixty Eight Thousand Six Hundred Eighty Five Dollars (collectively, $2,568,685.00) (which is $35.00 per rentable square foot of the Premises) (“Tenant ImprovementsLandlord’s Allowance”), provided that not more than Two Hundred Ninety Three Thousand Five Hundred Sixty Four Dollars ($293,564.00) (which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy is $4.00 per rentable square foot of the Premises) of Landlord’s Allowance may be applied to design, or any part thereofspace planning, without causing undue interference with Xxxxxxconsultants and architectural costs, including costs of preparing the construction drawings. No portion of Landlord’s use Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the Premisesmethod of attachment to walls and/or floors), signage or free rent. To Notwithstanding anything to the extent that contrary in this Paragraph 2.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the first twenty-six (i26) such work months after the date of this Amendment (the “Allowance Availability Period”). Accordingly, if any portion of Landlord’s Allowance is substantially completed in accordance with such requirements, and (ii) receipted invoices not utilized (and other material required under this Lease or reasonably required Tenant has not submitted to Landlord invoices evidencing such costs) prior to the expiration of the Allowance Availability Period, such unused portion shall be forfeited by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing Tenant. Notwithstanding anything to the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time contrary in Paragraph 9.a. of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance whichthe Alteration Operations Fee shall be full compensation to Landlord for access to the Premises for construction purposes, freight elevator use during normal freight elevator hours and electricity for construction, and no additional charges shall be imposed for such purposes. If the cost of construction of the Refurbishment Alterations (including the Alteration Operations Fee) is expected to exceed Landlord’s Allowance (based on Tenant’s estimated Budget for the Refurbishment Alterations), then Tenant shall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Refurbishment Alterations, 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”). Each disbursement of Landlord’s Allowance under the immediately following grammatical paragraph shall be limited to Landlord’s respective Share of Costs for the work covered by the disbursement request. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Allowance directly to Tenant, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within each disbursement to be made no later than thirty (30) days after Landlord’s receipt from Tenant of such (A) invoices and supporting material, for costs actually incurred of Tenant’s Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (excluding as may be applicable) describing in reasonable detail such work, construction and/or materials for which the costs of furniturerequested disbursement applies, trade fixtures and equipment), as (B) a certificate from Tenant’s architect certifying that the work evidenced by such invoices, invoices has been performed in connection accordance with the construction plans previously approved in writing by Landlord, (C) conditional lien waivers executed by Tenant’s Contractor, subcontractors or suppliers, as applicable, for their portion of the Tenant Improvementswork covered by the requested disbursement, but and (D) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by applicable law). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by applicable law) from Tenant’s Contractor and all subcontractors and suppliers involved in the Refurbishment Alterations. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any disburse any portion of Landlord’s Allowance (i) during any period that Tenant is not used in breach of or in default under this Amendment or the Lease as amended hereby, or (ii) for any Refurbishment Alterations (or other permitted associated costs) in space Tenant intends to sublease. At the Tenant Improvements may be used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to apply time Landlord makes any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance Allowance, Landlord shall retain from Landlord’s Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to pay for Tenant Improvement costs or requested be withheld from each disbursement in order to ensure that Landlord apply the undisbursed entire Alteration Operations 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 thirty (30) days of written demand, pay to payment Landlord the remainder, if any, of then owing or future installments the Alteration Operations Fee theretofore due and not yet paid to Landlord. Upon completion of Basic Rentthe Refurbishment Alterations, Tenant shall furnish Landlord shall have no further obligation with invoices and other documentation reasonably required by Landlord to advance or credit any then-undisbursed portion evidence the total cost of the Refurbishment Alterations, so that the final amount of the Alteration Operations Fee may be calculated, and Tenant shall, within thirty (30) days of written demand, pay to Landlord the remainder, if any, of the Refurbishment Alteration Operations Fee not yet paid to Landlord’s Allowance or otherwise reimburse Tenant for any such costs.

Landlord’s Allowance. Landlord acknowledges that agrees to pay Tenant may desire the "Allowance," to make certain alterations or improvements in be applied to the Premises to make the same more suitable for Tenant’s occupancy cost of designing and performing Tenant Improvements as well as moving costs, move related expenses, space planning and project management fees (collectively, the “Tenant Improvements”collectively "Reimbursable Services"), which may include, without limitation design and construction equal to the Maximum Allowance Amount. Landlord will pay the amount of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by the Allowance to Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which progress payments after the Start Date of the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can Finish Period. Such progress payments will be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but made not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within later than thirty (30) days after receipt by Landlord from Tenant of copies of Tenant's invoices from Tenant's Architect, Contractor (and, where applicable, copies of Contractor's invoices from its subcontractors or suppliers) or any other vendor performing Reimbursable Services, and, where applicable, a certificate from Tenant's Architect or Landlord's Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the Premises. Such progress payments will be made payable to Tenant. As a condition precedent to Landlord's issuing any such progress payment subsequent to the first such progress payment, Tenant will deliver to Landlord original lien waivers from Contractor with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment have been waived. A further condition precedent to Landlord's issuing the last such payment for the amount of the retainage will be that Landlord has received from Tenant (either prior to or simultaneously with the issuance of such invoices final payment) the following: (a) written notice from Contractor and supporting materialTenant's Architect or Landlord's Representative that Tenant's WorkTenant Improvements has been completed (including completion of any punch list items); (b) final and unconditional original lien waivers from Contractor and all subcontractors, for costs actually incurred by Tenant (excluding suppliers, materialmen and other parties who performed labor at, or supplied materials to, the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, Premises in connection with the construction Tenant's WorkTenant Improvements; and (c) a copy of the Tenant Improvementscertificate of occupancy for the Premises issued by the appropriate governmental authorities. Landlord will have no obligation to make any such progress payment at any time that a Default exists under the Lease. In the event the Allowances are not completely utilized, but in no event shall Landlord be obligated to reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (the “Landlord’s Allowance”). Any portion of Landlord’s Allowance that is any monies not used for spent on the Tenant Improvements may Reimbursable Services shall be used by paid directly to Tenant upon Commencement to use as a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costssees fit.

Landlord’s Allowance. Landlord acknowledges that shall provide Tenant may desire to make certain alterations or improvements with a leasehold improvement allowance in the Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”), which may include, without limitation design and construction amount of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements$24.50 per rentable square foot of the primary Premises, inclusive of $2.00 per rentable square foot for architectural and engineering fees and $0.25 per rentable square foot for tenant's construction consultant, and (ii) receipted invoices $16.27 per square foot of the Distribution Space (subject to the provisions of Paragraph 33 of the Lease), also inclusive of architectural, engineering and other material construction management fees (the "Landlord's Allowance"). Additionally, at Tenant's written request (provided to Landlord as part of Tenant's acceptance of the final pricing information), Landlord will provide an additional leasehold improvement allowance for the primary Premises of up to the lesser of (i) the actual costs of the Tenant Finish Work in excess of Landlord's Allowance or (ii) $10.00 per rentable square foot ("Excess Allowance"). Said Excess Allowance shall be repaid by Tenant to Landlord in the form of an increase in Base Rent equal to the amortization of the Excess Allowance over the initial Lease term with an annual interest rate of 10%. Landlord's only obligation for the Storage Space shall be to provide Building standard sprinklers, lights and ventilation, for such unoccupied storage area, at Landlord's sole cost and expense. Hereinafter, the term "Allowance" shall mean the Landlord's Allowance and, to the extent applicable, the Excess Allowance. Said Allowance shall be applied toward the cost of the Space Plans, the Construction Drawings and the cost of the Tenant Finish Work, including any required under this Lease or reasonably required by Landlord such aspermits. The Allowance shall be used solely for Tenant Finish Work which will include, but not be limited to, final lien waivers from any contractor or subcontractor performing (i) all third-party fees and expenses incurred by Landlord in connection with the design and construction of the Tenant ImprovementsFinish Work, exclusive of Landlord's Architect's, as hereinafter defined, fees and expenses, which shall be at Landlord's sole cost and expense, (ii) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Datethird-party testing and inspection costs, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the costs of furniture, trade fixtures and equipment), as evidenced by such invoices, pre-stock material used in connection with the construction of the Tenant Improvements, but in no event Finish Work. Tenant shall Landlord be obligated entitled to reimburse a Rent reduction for any part of the Landlord's Allowance not so used. Tenant more than Thirty-four Thousand Fifty Dollars ($34,050.00) (shall not be entitled to receive any of the “Landlord’s Allowance”). Any portion of Landlord’s Excess Allowance that is not used utilized for the Tenant Improvements Finish Work, as provided hereinabove. Tenant's Architect and construction consultant shall be paid from the Landlord's Allowance upon Tenant's submission of an invoice(s) and such reasonable support documentation as Landlord may be used by Tenant as request (with payment being in accordance with Landlord's construction draw/funding cycles on a credit toward payments of Basic Rent. If Tenant desires to apply any available portion of Landlord’s Allowance to Basic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not either requested disbursement of Landlord’s Allowance to pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to advance or credit any then-undisbursed portion of Landlord’s Allowance or otherwise reimburse Tenant for any such costsmonthly basis.