Common use of Landlord’s Allowance Clause in Contracts

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 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 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 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 construction of the Improvements caused by any act, omission, delay or material default by Tenant or any Tenant Party (as hereinafter defined), including, without limitation, the failure of Tenant or Tenant Party to comply with any construction schedule or other provision expressly set forth in this Lease (including, without 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 the Improvements within a specified time period, provided, however, that no Tenant Delay shall be deemed to have occurred unless and until Landlord has provided a written notice to Tenant that 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 of the Improvements or any Change Order requires materials that are not locally available, or is not customary for a normal office build out and, as a result, 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 (i) November 1, 2006, or (ii) the date that substantial completion of the Improvements 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 agent, authorized representative or construction manager engaged by Tenant. To the extent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Landlord’s sole cost. To the extent the Improvements are inconsistent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Tenant’s sole cost (which cost, if any, may be charged against the Allowance). b) Landlord shall contribute a maximum sum of $22.50 per square foot of Usable Area contained in the Premises, which is the total amount of $208,057.50 (the “Allowance”) which may solely be applied towards planning, design, permits, engineering, construction and other related costs of completion of the Improvements, and which Landlord shall pay directly to Contractor for Tenant’s account, provided, however, out of the Allowance (and not in addition to it), Tenant shall have the right to allocate an amount up to $3.00 per square foot of Usable Area contained in the Premises, which is the total amount of $27,741.00, for telecommunication and data cabling expenses and moving expenses. Landlord shall, within thirty (30) days after receipt of invoices and any other documentation evidencing such costs reasonably requested by Landlord, disburse from any available portion of the Allowance expenses incurred by Tenant for Tenant’s moving company (up to the maximum allowable portion of the Allowance for such costs) or other third party contractors hired by Tenant (up to the maximum allowable portion of the Allowance for such costs) for which Tenant is entitled to reimbursement from the Allowance. Tenant acknowledges that Landlord shall have no obligation to disburse the Allowance if and to the extent that Tenant fails to make a claim for reimbursement on or before the of one (1)-year anniversary of the Commencement Date. No supervision fee shall be due Landlord in connection with the construction of the Improvements. c) Prior to commencing construction of the Improvements, Landlord shall submit to Tenant a written statement showing the total anticipated cost of the Improvements, which statement shall include Contractor’s overhead and profit. Tenant’s failure to give written approval of such statement within five (5) working days after submission thereof shall be conclusively deemed a disapproval of such statement, and Contractor shall not commence the Improvements. Any delay of Tenant, after the expiration of ten (10) days from receipt of Landlord’s statement, to provide Landlord with a revised scope of work and written approval of a revised cost statement therefor shall be considered a Tenant Delay, assessable against Tenant pursuant to the provisions of Subsection 2 a) hereinabove. d) If applicable, Tenant agrees to pay Landlord within ten (10) working days after receipt of Landlord’s billing statement, the amount by which the estimated cost of all the Improvements, plus the actual costs of any Change Order, exceeds the Allowance. Tenant’s failure to make such payment timely, as specified herein, shall release Landlord from any obligation to commence or continue construction of the Improvements, and each of Tenant’s continued failure to make payment shall be treated as a Tenant delay, assessable against Tenant pursuant to the provisions of Subsection 2 a) hereinabove. Tenant hereby authorizes Landlord to pay Contractor interim payments from the funds so deposited towards completion of the Improvements, except that Landlord shall retain the sum of ten percent (10%) of the total cost of Improvements, as revised by Change Orders, if any, until such time as: (i) Tenant has advised Landlord of its approval of completion of the Improvements, which approval shall not be unreasonably withheld, conditioned or delayed; or (ii) Contractor has provided reasonable documentation that the Improvements, pursuant to the original scope of work, have been reasonably completed. Prior to making any such interim payment, or concurrently therewith, Landlord shall deliver a copy of the Contractor’s demand, plus all supporting invoices and purchase orders, that substantiate the interim payment so requested. Within thirty (30) business days after Contractor has reasonably completed the Improvements, Landlord shall provide Tenant with a final statement, indicating any difference between the estimated cost of the Improvements, the final cost of the Improvements; any initial or interim payments made by Tenant towards completion thereof; the amount of Allowance contributed and the balance owing from or to Tenant. Any balance owed to Tenant shall be returned with such statement, and any shortfall due Landlord shall be paid within five (5) business days after Tenant’s receipt of Landlord’s billing. e) [intentionally omitted] f) Landlord and Tenant agree that if the Improvements are actually constructed by Contractor at a cost which is less than the Allowance (such difference being referred to as the “Shortfall”), there shall be no monetary adjustment between Landlord and Tenant and the cost savings shall accrue to the benefit of Landlord. However, Tenant shall be entitled to apply the amount of any such Shortfall to the cost of any additional improvements or alterations made to the Premises, provided that such work (which shall be deemed a Tenant Change) is performed in accordance with Section 12.12 and Exhibit B-1 and provided further that such work is completed and the request for payment is made on or before the one (1) year anniversary of the Commencement Date.

Landlord’s Allowance. a) Landlord agrees to pay Tenant shall bear all costs of construction of the Improvements in excess of the "Allowance, and shall deposit such excess costs with Landlord pursuant ," to be applied to the provisions cost of Subsection 2 designing and performing Tenant Improvements as well as moving costs, move related expenses, space planning and project management fees (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 unitscollectively "Reimbursable Services"), contractors, consultants or design specialists, with the understanding that such payment can be charged against the Allowance or reimbursed separately by Tenant if and equal to the extent the Maximum 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 workAmount. Landlord shall have no obligation whatsoever to commence construction of will pay the Improvements until such time as Tenant has deposited the excess costs of construction, and Tenant’s failure to make 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 construction of the Improvements caused by any act, omission, delay or material default by Tenant or any Tenant Party (as hereinafter defined), including, without limitation, the failure of Tenant or Tenant Party to comply with any construction schedule or other provision expressly set forth in this Lease (including, without 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 the Improvements within a specified time period, provided, however, that no Tenant Delay shall be deemed to have occurred unless and until Landlord has provided a written notice to Tenant that 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 of the Improvements or any Change Order requires materials that are not locally available, or is not customary for a normal office build out and, as a result, 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 (i) November 1, 2006, or (ii) the date that substantial completion of the Improvements 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 agent, authorized representative or construction manager engaged by Tenant. To the extent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Landlord’s sole cost. To the extent the Improvements are inconsistent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Tenant’s sole cost (which cost, if any, may be charged against the Allowance). b) Landlord shall contribute a maximum sum of $22.50 per square foot of Usable Area contained in the Premises, which is the total amount of $208,057.50 (the “Allowance”) which may solely be applied towards planning, design, permits, engineering, construction and other related costs of completion of the Improvements, and which Landlord shall pay directly to Contractor for Tenant’s account, provided, however, out of the Allowance (and to Tenant in progress payments after the Start Date of the Tenant Finish Period. Such progress payments will be made not in addition to it), Tenant shall have the right to allocate an amount up to $3.00 per square foot of Usable Area contained in the Premises, which is the total amount of $27,741.00, for telecommunication and data cabling expenses and moving expenses. Landlord shall, within later than thirty (30) days after receipt by Landlord from Tenant of copies of Tenant's invoices and from Tenant's Architect, Contractor (and, where applicable, copies of Contractor's invoices from its subcontractors or suppliers) or any other documentation evidencing vendor performing Reimbursable Services, and, where applicable, a certificate from Tenant's Architect or Landlord's Representative indicating that the work to which such costs reasonably requested by 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, disburse Tenant will deliver to Landlord original lien waivers from any available portion 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 Allowance expenses incurred by retainage will be that Landlord has received from Tenant for (either prior to or simultaneously with the issuance of such final payment) the following: (a) written notice from Contractor and Tenant’s moving company 's Architect or Landlord's Representative that Tenant's WorkTenant Improvements has been completed (up to including completion of any punch list items); (b) final and unconditional original lien waivers from Contractor and all subcontractors, suppliers, materialmen and other parties who performed labor at, or supplied materials to, the maximum allowable portion Premises in connection with Tenant's WorkTenant Improvements; and (c) a copy of the Allowance certificate of occupancy for such costs) or other third party contractors hired the Premises issued by Tenant (up to the maximum allowable portion of the Allowance for such costs) for which Tenant is entitled to reimbursement from the Allowanceappropriate governmental authorities. Tenant acknowledges that Landlord shall will have no obligation to disburse the Allowance if and to the extent that Tenant fails to make a claim for reimbursement on or before the of one (1)-year anniversary of the Commencement Date. No supervision fee shall be due Landlord in connection with the construction of the Improvements. c) Prior to commencing construction of the Improvements, Landlord shall submit to Tenant a written statement showing the total anticipated cost of the Improvements, which statement shall include Contractor’s overhead and profit. Tenant’s failure to give written approval of such statement within five (5) working days after submission thereof shall be conclusively deemed a disapproval of such statement, and Contractor shall not commence the Improvements. Any delay of Tenant, after the expiration of ten (10) days from receipt of Landlord’s statement, to provide Landlord with a revised scope of work and written approval of a revised cost statement therefor shall be considered a Tenant Delay, assessable against Tenant pursuant to the provisions of Subsection 2 a) hereinabove. d) If applicable, Tenant agrees to pay Landlord within ten (10) working days after receipt of Landlord’s billing statement, the amount by which the estimated cost of all the Improvements, plus the actual costs of any Change Order, exceeds the Allowance. Tenant’s failure to make such payment timely, as specified herein, shall release Landlord from any obligation to commence or continue construction of the Improvements, and each of Tenant’s continued failure to make payment shall be treated as a Tenant delay, assessable against Tenant pursuant to the provisions of Subsection 2 a) hereinabove. Tenant hereby authorizes Landlord to pay Contractor interim payments from the funds so deposited towards completion of the Improvements, except that Landlord shall retain the sum of ten percent (10%) of the total cost of Improvements, as revised by Change Orders, if any, until such time as: (i) Tenant has advised Landlord of its approval of completion of the Improvements, which approval shall not be unreasonably withheld, conditioned or delayed; or (ii) Contractor has provided reasonable documentation that the Improvements, pursuant to the original scope of work, have been reasonably completed. Prior to making any such interim paymentprogress payment at any time that a Default exists under the Lease. In the event the Allowances are not completely utilized, or concurrently therewith, Landlord shall deliver a copy of any monies not spent on the Contractor’s demand, plus all supporting invoices and purchase orders, that substantiate the interim payment so requested. Within thirty (30) business days after Contractor has reasonably completed the Improvements, Landlord shall provide Tenant with a final statement, indicating any difference between the estimated cost of the Improvements, the final cost of the Improvements; any initial or interim payments made by Tenant towards completion thereof; the amount of Allowance contributed and the balance owing from or to Tenant. Any balance owed to Tenant shall be returned with such statement, and any shortfall due Landlord Improvements Reimbursable Services shall be paid within five (5) business days after Tenant’s receipt of Landlord’s billingdirectly to Tenant upon Commencement to use as Tenant sees fit. e) [intentionally omitted] f) Landlord and Tenant agree that if the Improvements are actually constructed by Contractor at a cost which is less than the Allowance (such difference being referred to as the “Shortfall”), there shall be no monetary adjustment between Landlord and Tenant and the cost savings shall accrue to the benefit of Landlord. However, Tenant shall be entitled to apply the amount of any such Shortfall to the cost of any additional improvements or alterations made to the Premises, provided that such work (which shall be deemed a Tenant Change) is performed in accordance with Section 12.12 and Exhibit B-1 and provided further that such work is completed and the request for payment is made on or before the one (1) year anniversary of the Commencement Date.

Landlord’s Allowance. Landlord 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 shall bear all costs Tenant’s Costs, or (b) the Maximum Allowance Amount (which may be prorated in accordance with Paragraph 1(j) of construction 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 Improvements in excess Work Letter) by the then-current estimate of the Allowancetotal Tenant’s Costs (based on Tenant’s contracts with Tenant’s Architect, Tenant’s Engineers and shall deposit such excess costs with Landlord pursuant to the provisions of Subsection 2 (d) hereinbelow. In addition, Tenant shall be responsible for payment of any and all of Contractor); provided that Landlord’s actual and reasonable out Percentage will never exceed 100%. Landlord will pay the amount of pocket costs incurred the Allowance to Tenant in reviewing Tenant’s plans for any Change Order or for any other “peer review” work associated with Landlord’s review progress payments no more than on a monthly basis upon the completion of Tenant’s plans Work in each Building. Such progress payments will be made not later than 30 days after receipt by Landlord from Tenant of copies of Tenant’s invoices from Contractor (and, where applicable, copies of Contractor’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 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, and such work is for any Change Orderthe completion of Tenant’s Work in the applicable Building. Such progress payments will be made payable to Tenant or Contractor, including, without limitation, and will be for Landlord’s out Percentage of pocket costs incurred the amount of the submitted invoices, less a 10% retainage. As a condition precedent to Landlord delivering the 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 engaging any third party engineers 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) written notice from Contractor and Tenant’s Architect (or other evidence satisfactory to Landlord) that Tenant’s Work has been completed (including engineers engaged to review specifications for completion of any supplementary HVAC unitspunch list items); (ii) final and unconditional original lien waivers from Contractor and all subcontractors, contractorssuppliers, consultants materialmen and other parties who performed labor at, or design specialistssupplied materials to, the Premises in connection with the understanding that such payment can be charged against the Allowance or reimbursed separately by Tenant if Tenant’s Work; and to the extent the Allowance has not been fully paid. If reimbursed separately, Tenant shall pay such costs to Landlord within ten (10iii) business days after Landlord’s delivery to Tenant of a copy of the invoice(s) certificate of occupancy for such workthe Premises issued by the appropriate governmental authorities. Landlord shall will 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 any such deposit timely, as required, shall be assessed against Tenant as progress payment at any time that a Tenant Delay (as hereinafter defined), pursuant to Default exists under the provisions contained in this subsection 2 a). As used in this Lease, “Tenant Delay” shall mean any delay in the construction of the Improvements caused by any act, omission, delay or material default by Tenant or any Tenant Party (as hereinafter defined), including, without limitation, the failure of Tenant or Tenant Party to comply with any construction schedule or other provision expressly set forth in this Lease (including, without 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 the Improvements within a specified time period, provided, however, that no Tenant Delay shall be deemed to have occurred unless and until Landlord has provided a written notice to Tenant that 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 of the Improvements or any Change Order requires materials that are not locally available, or is not customary for a normal office build out and, as a result, 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 (i) November 1, 2006, or (ii) the date that substantial completion of the Improvements 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 agent, authorized representative or construction manager engaged by Tenant. To the extent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Landlord’s sole cost. To the extent the Improvements are inconsistent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Tenant’s sole cost (which cost, if any, may be charged against the Allowance). b) Landlord shall contribute a maximum sum of $22.50 per square foot of Usable Area contained in the Premises, which is the total of all such progress payments will in no event exceed the amount of $208,057.50 (the “Allowance”) which may solely be applied towards planning, design, permits, engineering, construction and other related costs of completion of the Improvements, and which Landlord shall pay directly to Contractor for Tenant’s account, provided, however, out of the Allowance (and not in addition to it), Tenant shall have the right to allocate an amount up to $3.00 per square foot of Usable Area contained in the Premises, which is the total amount of $27,741.00, for telecommunication and data cabling expenses and moving expenses. Landlord shall, within thirty (30) days after receipt of invoices and any other documentation evidencing such costs reasonably requested by Landlord, disburse from any available portion of the Allowance expenses incurred by Tenant for Tenant’s moving company (up to the maximum allowable portion of the Allowance for such costs) or other third party contractors hired by Tenant (up to the maximum allowable portion of the Allowance for such costs) for which Tenant is entitled to reimbursement from the Allowance. Tenant acknowledges that Landlord shall will have no obligation to disburse the Allowance if and to the extent that Tenant fails to make a claim for reimbursement on or before the of one (1)-year anniversary any portion of the Commencement Date. No supervision fee shall be due Landlord in connection with the construction of the Improvements. c) Prior to commencing construction of the ImprovementsAllowance, Landlord shall submit to Tenant a written statement showing the total anticipated cost of the Improvements, which statement shall include Contractor’s overhead and profit. Tenant’s failure to give written approval of such statement within five (5) working days after submission thereof shall be conclusively deemed a disapproval of such statement, and Contractor shall not commence the Improvements. Any delay of Tenantincluding any retainage, after the expiration of ten (10) days from receipt of Landlord’s statement, to provide Landlord with a revised scope of work and written approval of a revised cost statement therefor shall be considered a Tenant Delay, assessable against Tenant pursuant to date that is one year following the provisions of Subsection 2 a) hereinabove. d) If applicable, Tenant agrees to pay Landlord within ten (10) working days after receipt of Landlord’s billing statement, the amount by which the estimated cost of all the Improvements, plus the actual costs of any Change Order, exceeds the Allowance. Tenant’s failure to make such payment timely, as specified herein, shall release Landlord from any obligation to commence or continue construction of the Improvements, and each of Tenant’s continued failure to make payment shall be treated as a Tenant delay, assessable against Tenant pursuant to the provisions of Subsection 2 a) hereinaboveStart Date. Tenant hereby authorizes Landlord to pay Contractor interim payments from the funds so deposited towards completion of the Improvements, except that Landlord shall retain the sum of ten percent (10%) of the total cost of Improvements, as revised by Change Orders, if any, until such time as: (i) Tenant has advised Landlord of its approval of completion of the Improvements, which approval shall will not be unreasonably withheld, conditioned or delayed; or (ii) Contractor has provided reasonable documentation that the Improvements, pursuant to the original scope of work, have been reasonably completed. Prior to making any such interim payment, or concurrently therewith, Landlord shall deliver a copy of the Contractor’s demand, plus all supporting invoices and purchase orders, that substantiate the interim payment so requested. Within thirty (30) business days after Contractor has reasonably completed the Improvements, Landlord shall provide Tenant with a final statement, indicating any difference between the estimated cost of the Improvements, the final cost of the Improvements; any initial or interim payments made by Tenant towards completion thereof; the amount of Allowance contributed and the balance owing from or to Tenant. Any balance owed to Tenant shall be returned with such statement, and any shortfall due Landlord shall be paid within five (5) business days after Tenant’s receipt of Landlord’s billing. e) [intentionally omitted] f) Landlord and Tenant agree that if the Improvements are actually constructed by Contractor at a cost which is less than the Allowance (such difference being referred to as the “Shortfall”), there shall be no monetary adjustment between Landlord and Tenant and the cost savings shall accrue to the benefit of Landlord. However, Tenant shall be entitled to apply any credit if the amount of any such Shortfall to the cost of any additional improvements or alterations made to the Premises, provided that such work (which shall be deemed a Tenant Change) is performed in accordance with Section 12.12 and Exhibit B-1 and provided further that such work is completed and the request for payment is made on or before the one (1) year anniversary of the Commencement DateMaximum Allowance Amount exceeds Tenant’s Cost.

Landlord’s Allowance. aThe Initial Improvements (as well as installation of Tenant’s own trade fixtures, equipment and furniture) are to be constructed at Tenant’s expense. Landlord has agreed to provide Tenant shall bear with an improvement allowance of up to $1,761,200.00 (the “Landlord’s Allowance”), to be applied toward the cost of the Initial Improvements. Up to $125,800.00 of the Landlord’s Allowance may be used by Tenant for moving, cabling costs, and furniture costs related to the New Premises. Tenant may submit requests for disbursements of the Landlord’s Allowance not more than monthly. To draw on the Landlord’s Allowance, Tenant must submit to Landlord a written notice requesting disbursement, together with (i) invoices for all costs of construction 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 Improvements in 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, and shall deposit such excess costs with Landlord pursuant to the provisions of Subsection 2 (d) hereinbelow. In additionthe event the actual cost of the Initial Improvements is less than the Landlord’s Allowance, Tenant shall not be responsible for payment entitled to any additional Initial Improvements or a rebate or credit against Rent, and the unused portion of any and all of the Landlord’s actual and reasonable out Allowance shall remain the property of pocket costs incurred in reviewing Tenant’s plans Landlord except for any Change Order or for any other “peer review” work associated up to up to $125,800.00. If the Initial Improvements to be constructed with the Landlord’s review Allowance have not commenced as of Tenant’s plans for any Change Order, including, without limitationtwelve (12) months from the Extension Commencement Date, Landlord’s out obligation to provide sums to construct the Initial Improvements shall terminate, and the Landlord’s Allowance shall expire. No disbursement of pocket costs incurred in engaging any third party engineers (including engineers engaged to review specifications for part of the Landlord’s Allowance by Landlord will constitute acceptance of any supplementary HVAC units)condition of the Initial Improvements, an approval of any action taken or omission of Tenant or its contractors, consultants subcontractors and material suppliers, or design specialists, with waive any other rights or claims that Landlord might have at law or in equity. In the understanding event that such payment can be charged against Landlord does not make disbursement of the Landlord’s Allowance or reimbursed separately by Tenant if and to the extent the Allowance has not been fully paid. If reimbursed separatelywithin sixty (60) days following Landlord’s receipt of a proper request for disbursement, Tenant shall pay such costs provide a second, written notice to Landlord requesting payment within ten (10) business days after following 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 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 construction of the Improvements caused by any act, omission, delay or material default by Tenant or any Tenant Party (as hereinafter defined), including, without limitation, the failure of Tenant or Tenant Party to comply with any construction schedule or other provision expressly set forth in this Lease (including, without 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 the Improvements within a specified time period, provided, however, that no Tenant Delay shall be deemed to have occurred unless and until Landlord has provided a written notice to Tenant that 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 of the Improvements or any Change Order requires materials that are not locally available, or is not customary for a normal office build out and, as a result, the same requires a longer lead time for ordering materials or a longer construction periodnotice. If a Tenant Delay has occurred, then the Commencement Date (as defined in the Lease) shall be the earlier of (i) November 1, 2006, or (ii) the date that substantial completion of the Improvements 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 agent, authorized representative or construction manager engaged by Tenant. To the extent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Landlord’s sole cost. To the extent the Improvements are inconsistent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Tenant’s sole cost (which cost, if any, may be charged against the Allowance). b) Landlord shall contribute a maximum sum of $22.50 per square foot of Usable Area contained in the Premises, which is the total amount of $208,057.50 (the “Allowance”) which may solely be applied towards planning, design, permits, engineering, construction and other related costs of completion of the Improvements, and which Landlord shall pay directly to Contractor for Tenant’s account, provided, however, out of the Allowance (and not in addition to it), Tenant shall have the right to allocate an amount up to $3.00 per square foot of Usable Area contained in the Premises, which is the total amount of $27,741.00, for telecommunication and data cabling expenses and moving expenses. Landlord shall, within thirty (30) days after receipt of invoices and any other documentation evidencing such costs reasonably requested by Landlord, disburse from any available portion of the Allowance expenses incurred by Tenant for Tenant’s moving company (up to the maximum allowable portion of the Allowance for such costs) or other third party contractors hired by Tenant (up to the maximum allowable portion of the Allowance for such costs) for which Tenant is entitled to reimbursement from the Allowance. Tenant acknowledges that Landlord shall have no obligation to disburse the Allowance if and to the extent that Tenant fails to make a claim for reimbursement on or before the of one (1)-year anniversary of the Commencement Date. No supervision fee shall be due Landlord in connection with the construction of the Improvements. c) Prior to commencing construction of the Improvements, Landlord shall submit to Tenant a written statement showing the total anticipated cost of the Improvements, which statement shall include Contractor’s overhead and profit. Tenant’s failure to give written approval of payment following such statement within five (5) working days after submission thereof shall be conclusively deemed a disapproval of such statement, and Contractor shall not commence the Improvements. Any delay of Tenant, after the expiration of ten (10) days from receipt of Landlord’s statement, to provide Landlord with a revised scope of work and written approval of a revised cost statement therefor shall be considered a Tenant Delay, assessable against Tenant pursuant to the provisions of Subsection 2 a) hereinabove. d) If applicablebusiness day period, Tenant agrees to pay Landlord within ten (10) working days after receipt of Landlord’s billing statement, may offset the requested disbursement amount by which the estimated cost of all the Improvements, plus the actual costs of any Change Order, exceeds the Allowance. Tenant’s failure to make such payment timely, as specified herein, shall release Landlord from any obligation to commence or continue construction of the Improvements, and each of Tenant’s continued failure to make payment shall be treated as a Tenant delay, assessable against Tenant pursuant to the provisions of Subsection 2 a) hereinabove. Tenant hereby authorizes Landlord to pay Contractor interim payments from the funds so deposited towards completion of the Improvements, except that Landlord shall retain the sum of ten percent (10%) of the total cost of Improvements, as revised by Change Orders, if any, until such time as: (i) Tenant has advised Landlord of its approval of completion of the Improvements, which approval shall not be unreasonably withheld, conditioned or delayed; or (ii) Contractor has provided reasonable documentation that the Improvements, pursuant to the original scope of work, have been reasonably completed. Prior to making any such interim payment, or concurrently therewith, Landlord shall deliver a copy of the Contractor’s demand, plus all supporting invoices and purchase orders, that substantiate the interim payment so requested. Within thirty (30) business days after Contractor has reasonably completed the Improvements, Landlord shall provide Tenant with a final statement, indicating any difference between the estimated cost of the Improvements, the final cost of the Improvements; any initial or interim payments made by Tenant towards completion thereof; the amount of Allowance contributed and the balance owing from or to Tenant. Any balance owed to Tenant shall be returned with such statement, and any shortfall due Landlord shall be paid within five (5) business days after Tenant’s receipt of Landlord’s billingRent. e) [intentionally omitted] f) Landlord and Tenant agree that if the Improvements are actually constructed by Contractor at a cost which is less than the Allowance (such difference being referred to as the “Shortfall”), there shall be no monetary adjustment between Landlord and Tenant and the cost savings shall accrue to the benefit of Landlord. However, Tenant shall be entitled to apply the amount of any such Shortfall to the cost of any additional improvements or alterations made to the Premises, provided that such work (which shall be deemed a Tenant Change) is performed in accordance with Section 12.12 and Exhibit B-1 and provided further that such work is completed and the request for payment is made on or before the one (1) year anniversary of the Commencement Date.

Landlord’s Allowance. Landlord 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 shall bear all costs of construction Tenant's Costs plus Additional Costs, if any, or (b) the Maximum Allowance Amount. As used below, "Landlord's Percentage" means that percentage obtained by dividing the Maximum Allowance Amount by the then-current estimate of the Improvements in excess 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 AllowanceAllowance to Tenant in progress payments after the commencement of the Tenant Finish Period. Such progress payments will be made not later than 30 days after receipt by Landlord from Tenant of copies of Tenant's invoices from Contractor (and, where applicable, copies of Contractor'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 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 and Contractor, and shall deposit 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 excess costs with Landlord pursuant progress payment subsequent to the provisions of Subsection 2 (d) hereinbelow. In additionfirst such progress payment, Tenant shall will deliver to Landlord 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 waived. A further condition precedent to Landlord's issuing the last such payment for the amount of the retainage will be responsible for payment that Landlord has received from Tenant (either prior to or simultaneously with the issuance of such final payment) the following: (a) written notice from Contractor and Tenant's Architect (or other evidence satisfactory to Landlord) that Tenant's Work has been completed (including completion of any punch list items); (b) final and unconditional original lien waivers from Contractor and all of Landlord’s actual subcontractors, suppliers, materialmen and reasonable out of pocket costs incurred other parties who performed labor at, or supplied materials to, the Premises in reviewing connection with 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 's Work; and (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 if and to the extent the Allowance has not been fully paid. If reimbursed separately, Tenant shall pay such costs to Landlord within ten (10c) business days after Landlord’s delivery to Tenant of a copy of the invoice(s) certificate of occupancy for such workthe Premises issued by the appropriate governmental authorities. 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 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 construction of the Improvements caused by any act, omission, delay or material default by Tenant or any Tenant Party (as hereinafter defined), including, without limitation, the failure of Tenant or Tenant Party to comply with any construction schedule or other provision expressly set forth in this Lease (including, without 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 the Improvements within a specified time period, provided, however, that no Tenant Delay shall be deemed to have occurred unless and until Landlord has provided a written notice to Tenant that 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 of the Improvements or any Change Order requires materials that are not locally available, or is not customary for a normal office build out and, as a result, 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 (i) November 1, 2006, or (ii) the date that substantial completion of the Improvements 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 agent, authorized representative or construction manager engaged by Tenant. To the extent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Landlord’s sole cost. To the extent the Improvements are inconsistent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Tenant’s sole cost (which cost, if any, may be charged against the Allowance). b) Landlord shall contribute a maximum sum of $22.50 per square foot of Usable Area contained in the Premises, which is the total amount of $208,057.50 (the “Allowance”) which may solely be applied towards planning, design, permits, engineering, construction and other related costs of completion of the Improvements, and which Landlord shall pay directly to Contractor for Tenant’s account, provided, however, out of the Allowance (and not in addition to it), Tenant shall have the right to allocate an amount up to $3.00 per square foot of Usable Area contained in the Premises, which is the total amount of $27,741.00, for telecommunication and data cabling expenses and moving expenses. Landlord shall, within thirty (30) days after receipt of invoices and any other documentation evidencing such costs reasonably requested by Landlord, disburse from any available portion of the Allowance expenses incurred by Tenant for Tenant’s moving company (up to the maximum allowable portion of the Allowance for such costs) or other third party contractors hired by Tenant (up to the maximum allowable portion of the Allowance for such costs) for which Tenant is entitled to reimbursement from the Allowance. Tenant acknowledges that Landlord shall will have no obligation to disburse make any such progress payment at any time that a Default exists under the Allowance if Lease and to the extent that Tenant fails to make a claim for reimbursement on or before the of one (1)-year anniversary of the Commencement Date. No supervision fee shall be due Landlord in connection with the construction of the Improvements. c) Prior to commencing construction of the Improvements, Landlord shall submit to Tenant a written statement showing the total anticipated cost of the Improvements, which statement shall include Contractor’s overhead and profit. Tenant’s failure to give written approval of all such statement within five (5) working days after submission thereof shall be conclusively deemed a disapproval of such statement, and Contractor shall not commence the Improvements. Any delay of Tenant, after the expiration of ten (10) days from receipt of Landlord’s statement, to provide Landlord with a revised scope of work and written approval of a revised cost statement therefor shall be considered a Tenant Delay, assessable against Tenant pursuant to the provisions of Subsection 2 a) hereinabove. d) If applicable, Tenant agrees to pay Landlord within ten (10) working days after receipt of Landlord’s billing statement, progress payments will in no event exceed the amount by which the estimated cost of all the Improvements, plus the actual costs of any Change Order, exceeds the Allowance. Tenant’s failure to make such payment timely, as specified herein, shall release In no event will Landlord from pay any obligation to commence or continue construction Additional Costs unless and until the requirements of the Improvements, and each of Tenant’s continued failure to make payment shall be treated as a Tenant delay, assessable against Tenant pursuant to the provisions of Subsection 2 aSubparagraph l(p) hereinabove. Tenant hereby authorizes Landlord to pay Contractor interim payments from the funds so deposited towards completion of the Improvements, except that Landlord shall retain the sum of ten percent (10%) of the total cost of Improvements, as revised by Change Orders, if any, until such time as: (i) Tenant has advised Landlord of its approval of completion of the Improvements, which approval shall not be unreasonably withheld, conditioned or delayed; or (ii) Contractor has provided reasonable documentation that the Improvements, pursuant to the original scope of work, have been reasonably completed. Prior to making any such interim payment, or concurrently therewith, Landlord shall deliver a copy of the Contractor’s demand, plus all supporting invoices and purchase orders, that substantiate the interim payment so requested. Within thirty (30) business days after Contractor has reasonably completed the Improvements, Landlord shall provide Tenant with a final statement, indicating any difference between the estimated cost of the Improvements, the final cost of the Improvements; any initial or interim payments made by Tenant towards completion thereof; the amount of Allowance contributed and the balance owing from or to Tenant. Any balance owed to Tenant shall be returned with such statement, and any shortfall due Landlord shall be paid within five (5) business days after Tenant’s receipt of Landlord’s billingabove are satisfied. e) [intentionally omitted] f) Landlord and Tenant agree that if the Improvements are actually constructed by Contractor at a cost which is less than the Allowance (such difference being referred to as the “Shortfall”), there shall be no monetary adjustment between Landlord and Tenant and the cost savings shall accrue to the benefit of Landlord. However, Tenant shall be entitled to apply the amount of any such Shortfall to the cost of any additional improvements or alterations made to the Premises, provided that such work (which shall be deemed a Tenant Change) is performed in accordance with Section 12.12 and Exhibit B-1 and provided further that such work is completed and the request for payment is made on or before the one (1) year anniversary of the Commencement Date.

Landlord’s Allowance. (a) Tenant shall bear all costs of construction of the Improvements in excess of the ‘Allowance” (as hereinafter defined), and shall deposit such excess costs with Landlord 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 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 workherein below. 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 such deposit timely, . as required, shall be assessed against Tenant as a Tenant Delay (as hereinafter defined)delay, pursuant to the provisions contained in this subsection Subsection 2 a). As used in this Lease, “Tenant Delay” shall mean any delay in the construction of the Improvements caused by any act, omission, delay or material default by Tenant or any Tenant Party (as hereinafter defined), including, without limitation, the failure of Tenant or Tenant Party to comply with any construction schedule or other provision expressly set forth in this Lease (including, without limitation, Exhibit Be) 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 the Improvements within a specified time period, provided, however, that no Tenant Delay shall be deemed to have occurred unless and until Landlord has provided a written notice to Tenant that 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 of the Improvements or any Change Order requires materials that are not locally available, or is not customary for a normal office build out and, as a result, 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 (i) November 1, 2006, or (ii) the date that substantial completion of the Improvements 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 agent, authorized representative or construction manager engaged by Tenant. To the extent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Landlord’s sole cost. To the extent the Improvements are inconsistent 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 requirement can be obtained, Landlord shall perform such renovations or revisions at Tenant’s sole cost (which cost, if any, may be charged against the Allowance)below. (b) Landlord shall contribute a maximum sum of $22.50 33,00 per square foot of Usable Rentable Area contained in the Premises, which is the total amount of $208,057.50 Suite 220 (the “Allowance”) which may solely be applied towards planning, design, permits, engineering, construction and other related costs of completion of the Improvementsimprovements, and which Landlord shall pay directly to Contractor for Tenant’s account, provided, however, out of the Allowance (and not in addition to it), account or reimburse Tenant shall have the right to allocate an amount up to $3.00 per square foot of Usable Area contained in the Premises, which is the total amount of $27,741.00, for telecommunication and data cabling expenses and moving expenses. Landlord shall, within thirty (30) days after receipt of invoices and any other documentation evidencing such costs reasonably requested by Landlord, disburse from any available portion of the Allowance expenses incurred by Tenant for Tenant’s moving company (up to the maximum allowable portion of the Allowance for such costs) or other third party contractors hired by Tenant (up to the maximum allowable portion of the Allowance for such costs) for which Tenant is entitled to reimbursement from the Allowance. Tenant acknowledges that Landlord shall have no obligation to disburse the Allowance if and to the extent that Tenant fails to make a claim for reimbursement on or before the of one (1)-year anniversary of the Commencement Date. No supervision fee shall be due Landlord in connection with the construction of the Improvementsas appropriate. (c) Prior to commencing construction of the Improvements, Landlord shall submit to Tenant a written statement showing the total anticipated cost of the Improvementsimprovements, which statement shall include Contractor’s overhead and profit, and an estimate of all fees. It is expressly understood and tweed that Tenant shall not be required to pay any administration fee to Landlord in connection with the improvements. Notwithstanding the foregoing any unused portion of the Allowance, which remains after the completion at’ the Improvements shall be held on account for the benefit of Tenant for future Improvements to Suite 220 completed within the first two (2) years of the Suite 22)) Term. Tenant’s failure to give written approval of such statement within five ten (510) working days after submission thereof shall be conclusively deemed a disapproval of such statementamen-lent, and Contractor shall not commence the Improvements. Any delay of Tenant, after the expiration of ten (10to) working days from receipt of Landlord’s statement, to provide Landlord with a revised scope of work and written approval of a revised cost statement therefor shall be considered a Tenant Delaydelay, assessable against Tenant pursuant to the provisions of Subsection 2 a(e) hereinaboveherein below. (d) If applicable, Tenant agrees to pay Landlord within ten (10) working days after receipt of Landlord’s billing statement, the amount by which for the estimated cost of all the Improvements, plus Improvements in excess of the Allowance and for the actual costs of any Change Order, exceeds the AllowanceTenant Change. Tenant’s failure to make such payment timely, as specified herein, shall release Landlord from any obligation to commence or continue construction of the Improvements, and each of Tenant’s continued failure to make payment shall be treated as a Tenant delay, assessable against Tenant pursuant to the provisions of Subsection 2 a(e) hereinaboveherein below. Tenant hereby authorizes Landlord to pay Contractor interim payments from the funds so deposited towards completion of the Improvements, except that Landlord shall retain the sum suns of ten percent (10%) of the total cost of Improvements, . as revised by Change OrdersTenant Changes, if any, . until such time as: (i) Tenant has advised Landlord of its approval of completion of the Improvements, which approval shall not be unreasonably withheld, conditioned or delayed; or (ii) Contractor has provided reasonable documentation that the Improvements, pursuant to the original scope of work, have been reasonably completed. Prior to making any such interim payment, or concurrently therewith, Landlord shall deliver a copy of the Contractor’s demand, plus all supporting invoices and purchase orders, that substantiate the interim payment so requested. Within thirty (30) business days after Contractor has reasonably completed the Improvements, Landlord shall provide Tenant with a final statement, indicating any difference between the estimated cost of the Improvements, the final cost of the Improvements; any initial or interim payments made by Tenant towards completion thereof; the amount of Allowance contributed and the balance owing from or to Tenant. Any balance owed to Tenant shall be he returned with such statement, and any shortfall due Landlord shall be paid within five (5) business days after Tenant’s receipt of Landlord’s billing. (e) [intentionally omitted]Any delay caused by Tenant shall be a material breach of this Lease, and in addition to any other remedies available to Landlord hereunder, the Suite 220 Effective Date set forth in Paragraph 3 of this Third Amendment shall be accelerated on a day-for-day basis for each day of Tenant delay. As used in this Exhibit B, Tenant delay shall also include any delay in the substantial completion of Suite 220 as a result of Tenant’s failure to timely furnish or approve any item required to be furnished or approved by Tenant; a default by Tenant of the terms of this Exhibit B or the Lease: Tenant’s request for changes in the final Plans and Specifications after Tenant’s approval thereof Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time (if after Tenant has been notified by Landlord of the unavailability of said item and Tenant selects an alternate item within three (3) business days of said notification from Landlord); or any other acts or omissions of Tenant, or its agents or employees which cause a delay in the substantial completion of Suite 2.20. (f) Landlord and Tenant agree that if the Improvements are actually constructed by Contractor at a cost which is less than the Allowance (such difference being referred to as the “Shortfall”)Allowance, there shall be no monetary adjustment between Landlord and Tenant and the cost savings shall accrue to the benefit of Landlord. However, Tenant shall be entitled subject to apply the amount of any such Shortfall to the cost of any additional improvements or alterations made to the Premises, provided that such work Paragraph 2 (which shall be deemed a Tenant Changeb) is performed in accordance with Section 12.12 and Exhibit B-1 and provided further that such work is completed and the request for payment is made on or before the one (1) year anniversary of the Commencement Dateabove.