Common use of Landlord's Contribution; Excess Amounts Clause in Contracts

Landlord's Contribution; Excess Amounts. (a) Upon Tenant’s satisfaction of the requirements set forth in this Work Letter Agreement, Landlord shall make dollar contributions in the total amount of (i) $1,818,740.00 (“Landlord’s Contribution” ) (which is $55.00 per square foot of rentable area of the 6th Floor Additional Premises) for application to the extent thereof to the Costs of the Work and (ii) $3,968. 16 solely for application to the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”). The Plan Contribution shall be in addition to the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereof. If the Costs exceed Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If the Costs of the Work are less than Landlord’s Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Premises, subject to Landlord’s review and approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs of the Work are less than Landlord’s Contribution and Tenant does not utilize the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions of the Premises other than the 6th Floor Additional Premises. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s Contribution. (b) Subject to the conditions herein, Landlord shall make progress payments of Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoices, and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against the Building. Further, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excess.

Landlord's Contribution; Excess Amounts. (a) Upon In connection with the Tenant’s satisfaction 's Work, provided that Tenant complies with all of the requirements set forth in this Work Letter Agreement, Landlord shall make dollar contributions in the total amount of (i) $1,818,740.00 (“Landlord’s Contribution” ) (which is $55.00 per square foot of rentable area of the 6th Floor Additional Premises) for application to the extent thereof to the Costs of the Work and (ii) $3,968. 16 solely for application to the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”). The Plan Contribution shall be in addition to the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereof. If the Costs exceed Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If the Costs of the Work are less than Landlord’s Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Premises, subject to Landlord’s review and approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs of the Work are less than Landlord’s Contribution Section 8 and Tenant does not utilize the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default hereunder or under the Lease, Landlord shall contribute a maximum amount ("Landlord's Contribution") of Fifty Thousand and No/100 Dollars ($50,000.00), as amendedLandlord's share of the cost of the Tenant's Work incurred by Tenant. Tenant acknowledges and agrees that if the funds constituting Landlord's Contribution have not been requested and utilized by Tenant as part of Tenant's Work on or prior to December 31, such excess2014, no further amounts shall be credited against Base Rent first coming due with respect payable and/or available to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions of the Premises other than the 6th Floor Additional Premises. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion Tenant as part of Landlord’s 's Contribution. (b) Subject Periodically after completion of a portion of the Tenant's Work, Tenant may submit to Landlord a payment request for costs of the conditions Tenant's Work (the "Payment Request"). The Payment Request shall include: (i) all applications for payment to Tenant's Architect and certificates of payment issued by Tenant's Architect; and (ii) copies of the AIA documents G702tm-1992 and G703tm-1992 received or issued for each application for payment made by Tenant's Contractors. (c) Within fifteen (15) days of receiving a Payment Request from Tenant, Landlord shall pay such requested amount. (d) Upon written request by Landlord, at no expense to Landlord, Tenant shall furnish Landlord with legible copies or originals of any records of Tenant or Tenant's Contractors regarding the Tenant's Work, including the progress thereof and payments made therefor, which request shall not delay the payments required by Landlord under subsections (c) and (d) above. Tenant shall accommodate such requests in a timely manner. (e) Upon completion of the Tenant's Work, Tenant shall furnish Landlord with final waivers of liens and contractors' affidavits, in such form as may be required by Landlord, from all parties performing labor or supplying materials or services in connection with the Tenant's Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building. Tenant shall submit to Landlord a detailed breakdown of Tenant's total construction costs, together with such evidence of payment as is reasonably satisfactory to Landlord. Within fifteen (15) days of Landlord's receipt of such documentation and waivers as described herein, Landlord shall make progress payments of Landlord’s Contribution amounts pay to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoices, and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against the Building. Further, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excess.

Landlord's Contribution; Excess Amounts. (a) Upon In connection with the Tenant’s satisfaction 's Work, provided that Tenant complies with all of the requirements of this Section 8 and Tenant is not in default hereunder or under the Lease, Landlord shall contribute a maximum amount ("Landlord's Contribution") of Three Hundred Ninety-Five Thousand Nine Hundred Forty and No/100 Dollars ($395,940.00) (calculated at the rate of $10.00 per rentable square foot of the Premises), as Landlord's share of the cost of the Tenant's Work incurred by Tenant (b) Periodically after completion of a portion of the Tenant's Work, Tenant may submit to Landlord a payment request for costs of the Tenant's Work (the "Payment Request"). The Payment Request shall include: (i) all applications for payment to Tenant's Architect and certificates of payment issued by Tenant's Architect; and (ii) copies of the AIA documents G702tm-1992 and G703tm-1992 received or issued for each application for payment made by Tenant's Contractors. (c) Within five (5) days of receiving a Payment Request from Tenant, Landlord shall pay a portion of the Landlord's Contribution in the amount of Eighty-Nine Thousand Eighty-Six and 50/100 Dollars ($89,086.50), which amount equals one-quarter (1/4) of the Landlord's Contribution, minus the ten percent (10%) retainage (as set forth in subsection (d) below). (d) After each Payment Request, Landlord shall pay the portion of the Landlord Contribution as set forth in subsection (c) above, until ninety percent (90%) of Landlord's Contribution has been expended and only the ten percent (10%) retainage amount remains (the "Retainage"). The Retainage shall equal $39,594.00, and Tenant shall not be entitled to such Retainage until it has complied with the requirements set forth in this Work Letter Agreementsubsection (f) below. (e) Upon written request by Landlord, Landlord shall make dollar contributions in the total amount of (i) $1,818,740.00 (“Landlord’s Contribution” ) (which is $55.00 per square foot of rentable area of the 6th Floor Additional Premises) for application to the extent thereof to the Costs of the Work and (ii) $3,968. 16 solely for application to the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”). The Plan Contribution shall be in addition to the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have at no obligation to fund any portion of Landlord’s Contribution prior expense to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereof. If the Costs exceed Landlord’s Contribution, Tenant shall have sole responsibility for furnish Landlord with legible copies or originals of any records of Tenant or Tenant's Contractors regarding the payment of such excess cost. If Tenant's Work, including the Costs of the Work are less than Landlord’s Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Premises, subject to Landlord’s review progress thereof and approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvementspayments made therefor, which approval request shall not be unreasonably withheld delayeddelay the payments required by Landlord under subsections (c) and (d) above. If the Costs of the Work are less than Landlord’s Contribution and Tenant does not utilize the fun amount of shall accommodate such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not requests in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions of the Premises other than the 6th Floor Additional Premises. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s Contributiona timely manner. (bf) Subject Upon completion of the Tenant's Work, Tenant shall furnish Landlord with final waivers of liens and contractors' affidavits, in such form as may be required by Landlord, from all parties performing labor or supplying materials or services in connection with the Tenant's Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building. Tenant shall submit to the conditions Landlord a detailed breakdown of Tenant's total construction costs, together with such evidence of payment as is reasonably satisfactory to Landlord. Within fifteen (15) days of Landlord's receipt of such documentation and waivers as described herein, Landlord shall make progress payments of Landlord’s Contribution amounts pay to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoices, and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against the Building. Further, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excess.

Landlord's Contribution; Excess Amounts. (a) Upon Tenant’s satisfaction of the requirements set forth in this Work Letter Agreement, Landlord shall make a dollar contributions contribution in the total amount of (i) $1,818,740.00 70.00 per square foot of the Initial Rentable Area (“Landlord’s Contribution” ) (which is $55.00 per square foot of rentable area of the 6th Floor Additional Premises) ”), for application to the extent thereof to the Costs cost of Tenant’s Work. Not less than eighty percent (80%) of Landlord’s Contribution shall be used in connection with planning and constructing of Tenant’s Work, which shall include all architectural and engineering fees, construction costs, telecommunications wiring and security installations. Tenant shall have the Work right to utilize up to 20% of Landlord’s Contribution for any expense of Tenant as may be associated with (a) telecommunications equipment and installation, (iib) $3,968. 16 solely for application furniture, fixtures and equipment, to the cost incurred include exterior building signage, (c) other specialty trade fixtures and equipment as elected by Tenant for the preparation Premises, (d) legal fees and revision consultant fees, (e) any moving cost of the Plans any kind and (collectively, the “Plan Contribution”). The Plan Contribution shall be in addition to the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed f) a rent credit as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereofprovided below. If the Costs exceed cost of Tenant’s Work exceeds Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If the Costs cost of the Tenant’s Work are is less than Landlord’s Contribution, Tenant may receive a credit against the Rent next coming due for such excess amount (not to exceed in any case, in the aggregate with the other costs described in clauses (a) through (e) above, 20% of Landlord’s Contribution). (b) If Tenant desires further funds in connection with the cost of Tenant’s Work, upon Tenant’s written request prior to the Commencement Date, so long as Tenant is not then in Material Default under the Lease, Landlord shall make increase Landlord’s Contribution by the amount requested in writing by Tenant (the “Additional Allowance”), up to a maximum of $5.00 per square foot of the Initial Rentable Area, which amount shall be deemed to be a loan from Landlord to Tenant on the terms and conditions hereinafter set forth. If Tenant so elects to draw the Additional Allowance, the amount of such excess amounts available Additional Allowance shall be amortized on a straight-line basis over the initial Term with interest on the principal balance from time to reimburse time outstanding at seven percent (7%) per annum, compounded, and shall be repaid by Tenant to Landlord in equal monthly installments at the same time as Monthly Base Rent is due under the Lease, which installments shall be deemed to be additional Rent under the Lease. Upon the early termination of the Term for additional improvements any reason or upon the occurrence of a Material Default by Tenant under the Lease, at Landlord’s option exercised by written notice to Tenant, the entire unpaid principal balance of the Additional Allowance and all accrued and unpaid interest thereon shall immediately become due and payable. If Tenant elects to draw the Additional Allowance, Landlord and Tenant shall promptly execute and deliver an amendment to the Premises, subject to Landlord’s review and approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If Lease reflecting the Costs draw of the Additional Allowance and the terms herein provided regarding repayment thereof. Notwithstanding anything in this subparagraph (b) to the contrary, (x) Tenant may draw the Additional Allowance only if the aggregate cost of Tenant’s Work are less than (including change orders) exceeds the amount of Landlord’s Contribution and (y) such Additional Allowance may be used only to pay for the cost of Tenant’s Work (including change orders). (c) Landlord shall also pay on behalf of Tenant, to Tenant’s space planner, the cost of the initial test fit of up to three (3) floors (not to exceed 12¢ per square foot of the Initial Rentable Area). (d) If required by Landlord’s Mortgagee, payment of Landlord’s Contribution shall be made through a title insurance company escrow designated by Landlord or Landlord’s Mortgagee and paid for by Landlord. Payments to Contractor (as hereinafter defined) and payments of all other costs associated with Tenant’s Work as the Tenant’s Work shall be made as Tenant’s Work progresses, upon Landlord’s or, if applicable, the title insurance company’s, satisfactory review of architect’s certificates, lien waivers and sworn statements from Contractor and other applicable parties and, if applicable, upon the title insurance company’s willingness to issue title insurance over mechanic’s liens relating to Tenant’s Work to the date of each draw. Tenant does not utilize or Contractor, as applicable, will be obligated to provide architect’s certificates, contractor’s affidavits, partial and final waivers of lien, and any additional reasonable documentation (including, without limitation, contractor indemnifications) which may be requested by Landlord, Landlord’s Mortgagee or, if applicable, such title insurance company consistent with any title insurance requirements concerning Tenant’s Work. If Landlord receives a complete and proper draw request (including the fun amount documentation set forth above) by the fifth (5th) day of a calendar month, payment of such excess draw will be made within forty-five (45) days thereafter. Complete and proper draw requests received after the fifth (5th) day of a calendar month will be paid within sixty (60) days thereafter. In no event, however, shall Landlord be obligated to pay more than one draw in any calendar month. (e) If Landlord wrongfully fails to pay any portion of Landlord’s Contribution then owing to Contractor and as a result of such failure Contractor threatens to cease Tenant’s Work, then if such failure continues for additional improvements pursuant ten (10) business days after notice from Tenant, Tenant may pay the amounts properly owed to the preceding sentence, provided that Contractor. If Tenant is not then in default Material Default under the Lease, as amendedLandlord shall reimburse Tenant for amounts properly paid by Tenant to Contractor pursuant to the immediately preceding sentence and, if Landlord fails to do so and such excessfailure continues for more than ten (10) business days after notice from Tenant, shall be credited then Tenant may set-off the amounts so owed by Landlord against Base Rent first coming due with respect to under the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions of the Premises other than the 6th Floor Additional Premises. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s ContributionLease. (b) Subject to the conditions herein, Landlord shall make progress payments of Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoices, and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against the Building. Further, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excess.

Landlord's Contribution; Excess Amounts. (a) Upon completion of the Work, Tenant shall furnish Landlord with full and final waivers of liens and contractors’ and architects’ affidavits and statements, in such form as may be required by Landlord, Landlord’s title insurance company and Landlord’s construction or permanent lender, if any, from all parties performing labor or supplying materials or services in connection with the Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building. Tenant shall submit to Landlord a detailed breakdown of Tenant’s total construction costs, together with such evidence of payment as is satisfactory to Landlord. (b) Upon completion of the Work and Tenant’s satisfaction of the all requirements set forth in of this Work Letter AgreementLetter, and provided that Tenant is not then in default under this Lease, Landlord shall make a dollar contributions contribution in the total amount of (i) up to $1,818,740.00 450,000.00 (“Landlord’s Contribution” ) (which is $55.00 per square foot of rentable area of the 6th Floor Additional Premises”) for application to the extent thereof to the Costs cost of the Work. It is understood and agreed that all Work, including any portion of the Work and (ii) $3,968. 16 solely for application to be performed with the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”). The Plan Increased Contribution shall be in completed on or before May 31, 2008. In addition to the foregoing, Tenant understands and agrees that the Landlord’s Contribution shall be payable on a one-time only basis; that is, Tenant shall not have the right to perform Work as to which the Landlord’s Contribution is, for example, $250,000, and at a later time (even if before May 31, 2008), perform additional Work and receive any additional Landlord’s Contribution monies, even if, in the first performance of the Work, Tenant did not utilize all of Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereof. If the Costs exceed cost of the Work exceeds Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If the Costs cost of the Work are is less than Landlord’s Contribution, Landlord shall make be entitled to any payment or credit for such excess amounts available to reimburse Tenant for additional improvements to the Premises, subject to Landlord’s review and approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs of the Work are less than Landlord’s Contribution and Tenant does not utilize the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions of the Premises other than the 6th Floor Additional Premisesamount. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under pursuant to this Work Letter Agreement before disbursing any other portion of Landlord’s Contribution. (b) Subject to the conditions herein, Landlord shall make progress payments of Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided The parties agree that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoices, and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to paythe right, any portion thereof notwithstanding Tenant’s submission of requisitions provided Tenant is not then in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against default under the Building. FurtherLease, if at any time prior to or during constructionthe Second Extension Commencement Date, Landlord reasonably determines that the actual remaining costs time being of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant)essence, then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject notify Landlord that it wishes Landlord to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excess.increase

Landlord's Contribution; Excess Amounts. (a) Upon completion of the Work, Tenant shall furnish Landlord with full and final waivers of liens and contractors' affidavits and statements, in such form as may be required by Landlord, Landlord's title insurance company and Landlord's construction or permanent lender, if any, from all parties performing labor or supplying materials or services in connection with the Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building. Tenant shall submit to Landlord a reasonably detailed breakdown of Tenant’s 's total construction costs, together with such evidence of payment as is reasonably satisfactory to Landlord. (b) Upon completion of the Work and Tenant's satisfaction of the all requirements set forth in this Work Letter Agreement, Landlord shall make a dollar contributions contribution in the total amount of not to exceed Three Hundred Ninety Six Thousand One Hundred Sixty and No/100 Dollars (i) $1,818,740.00 (“Landlord’s Contribution” 396,160.00) (which is Five Dollars ($55.00 5.00) per square foot of rentable area of Rentable Area in the 6th Floor Additional Premises) for application to the extent thereof to the Costs cost of the Work and (ii) $3,968. 16 solely for application to the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan "Landlord's Contribution”"). The Plan Contribution shall be in addition to the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereof. If the Costs exceed cost of the Work exceeds Landlord’s 's Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If Tenant may allocate Landlord's Contribution to Suite 600 or Suite 700 at Tenant's discretion, and if the Costs cost of the Work are originally undertaken in one part of the Premises is less than Landlord’s 's Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Premises, subject to Landlord’s review and approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs of the Work are less than Landlord’s Contribution and Tenant does not utilize the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect entitled at a later date to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions of commence additional Work in the Premises other than and use the 6th Floor Additional Premisesbalance of Landlord's Contribution. However, under no circumstance shall Tenant be entitled to receive any payment or credit for any unused Landlord's Contribution. Notwithstanding anything herein to the contrary, foregoing: (i) Landlord may deduct from Landlord’s 's Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s 's Contribution. (b) Subject to the conditions herein, Landlord shall make progress payments of Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor ; and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that on May 31,2003 Landlord's obligation to make any further contributions of Landlord's Contribution to Tenant (whether or not the work for which the requisition is being same has theretofore been made has been completed substantially in accordance with the Approved Planswhole or in part) shall terminate, (iii) copies of all applicable invoices, expire and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over further force or otherwise secured) against the Building. Further, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excesseffect.

Landlord's Contribution; Excess Amounts. (a) Upon Tenant’s satisfaction of the requirements set forth in this Work Letter Agreement, Landlord shall make a dollar contributions contribution in the total amount of up to One Hundred Fifty Seven Thousand Eight Hundred Sixty and 00/100 Dollars (i) $1,818,740.00 (“Landlord’s Contribution” 157,860.00) (which is $55.00 20.00 per square foot of rentable area of area) (the 6th Floor Additional Premises“Landlord’s Contribution”) for application to the extent thereof to the Costs of the Work and (ii) $3,968. 16 solely for application to the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”)Work. The Plan Landlord’s Contribution shall be funded as the Tenant’s Work is completed in addition to accordance with the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part provisions of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereofthis Work Letter Agreement. If the Costs exceed Cost of the Work exceeds Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If the Costs Cost of the Work are is less than Landlord’s Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Additional Premises, or to pay Rent due hereunder, or to pay other costs incurred by Tenant subject to Landlord’s review and approval receipt of all items listed in Paragraph 2 evidence of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs lien-free completion of the Work are less than Landlord’s Contribution and Tenant does not utilize in accordance with the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures provisions herein, be used for portions of the Premises other than the 6th Floor Additional Premises. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s Contribution. (b) Subject to the conditions herein, Landlord shall make progress payments of from Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the portion of the Tenant’s Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts (reduced by the Retainage) therefore paid by Tenant to Tenant’s contractors, subcontractors and material suppliers which have not be required been subject to fund amounts for any item in excess of the amount shown on the Budget previously approved by previous disbursements from Landlord’s Contribution. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) 1st day of any month, such progress payments shall be made within thirty (30) 30 days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall be in the form of AIA document G702, set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial trailing lien waivers of lien from all contractors, subcontractors subcontractors, and material suppliers shown on such sworn statement and whose payment exceeds $25,000, covering all work and materials which were are the subject of previous the prior progress payments by Landlord and Tenantpayment, (ii) a written certification from Tenant’s architect Architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoicesplans and specifications approved by Landlord, and (iviii) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct including any documents reasonably required by landlord’s title company in connection with title drawdowns and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703endorsements. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a Tenant’s requisition therefor, therefor accompanied by all documentation required under this Paragraph 8(b), paragraph together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Tenant’s Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien and unconditional waivers by all contractors, subcontractors and material suppliers. Furthersuppliers covering all of the Tenant Work, and notwithstanding anything to (c) receipt of as-built plans for the contrary hereinabove, no portion Work. (c) Tenant shall pay the excess of the aggregate cost of Tenant’s Work and the Landlord’s Construction Management Fee over the Landlord’s Contribution shall be due (the “Excess”) plus the cost of all work other than the Tenant’s Work, if any, which Tenant may elect to do in order to make the Additional Premises ready for Tenant’s occupancy and payable and which has been approved by Landlord as provided herein. Landlord shall have no obligation to pay, any portion thereof notwithstanding pay the Excess. If Landlord estimates prior to commencement of the Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over Work or otherwise secured) against the Building. Further, if at any time or from time to time thereafter that there will be an Excess, Landlord shall notify Tenant in writing of Landlord’s good faith estimate of the amount thereof. Ninety percent (90%) of the Excess shall be funded by Tenant to pay costs of Tenant’s Work prior to initial or during constructionfurther disbursements of Landlord’s Contribution, as the case may be, and if Tenant fails to do so within ten (10) days after Landlord’s request, Landlord reasonably determines that shall be entitled to suspend the actual remaining costs funding of Landlord’s Contribution until such time as Landlord receives evidence acceptable to Landlord of Tenant’s funding of the Work will exceed the unfunded amount Excess, and at Landlord’s option, a Default shall be deemed to have occurred under this Lease. (d) All of the Landlord’s Contribution (plus any cash previously deposited into escrow must be used by Tenant)Tenant on or before December 31, then Landlord’s obligation to fund any requisition 2007, or the balance shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excessapplied by Landlord towards Rent.

Landlord's Contribution; Excess Amounts. (a) Upon completion of the Work, Tenant shall furnish Landlord with full and final waivers of liens and contractors’ affidavits and statements applicable to the performance of the Work, in such form as may be reasonably required by Landlord, Landlord’s title insurance company and Landlord’s construction or permanent lender, if any, from all parties performing labor or supplying materials or services in connection with the Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building. Tenant shall submit to Landlord a detailed breakdown of Tenant’s total construction costs, together with such evidence of payment as is reasonably satisfactory to Landlord. (b) Within thirty (30) days following completion of the Work and Tenant’s satisfaction of the all requirements set forth in this Work Letter Agreement, Landlord shall make a dollar contributions contribution in the total amount of Two Hundred Eighty One Thousand One Hundred Six and 56/100 Dollars (i$281,106.56) $1,818,740.00 (“Landlord’s Contribution” ) (which is $55.00 per square foot of rentable area of the 6th Floor Additional Premises”) for application to the extent thereof to the Costs cost of the Work, including, without limitation, payment of architectural fees and costs, permit fees, contractor fees, labor and materials costs, and the cost related to the replacement or relocation of Tenant’s fixtures, furniture and equipment, and a Ten Thousand Dollar ($10,000.00) cash payment to Tenant to cover modifications to Tenant’s teller line. Landlord’s failure to make timely payment of Landlord’s contribution shall be a material breach of this Lease. If the cost of the Work and (ii) $3,968. 16 solely for application to the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”). The Plan Contribution shall be in addition to the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereof. If the Costs exceed exceeds Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If the Costs cost of the Work are is less than Landlord’s Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Premises, subject to Landlord’s review and approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs of the Work are less than Landlord’s Contribution and Tenant does not utilize the fun amount of entitled to any payment or credit for such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions of the Premises other than the 6th Floor Additional Premisesamount. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any reasonable amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s Contribution. (b) Subject to the conditions herein, Landlord shall make progress payments of Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoices, and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against the Building. Further, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excess.

Landlord's Contribution; Excess Amounts. (a) Upon Tenant’s satisfaction of the requirements set forth in this Work Letter Agreement, Landlord shall make a dollar contributions contribution in the total amount of up to One Million Eight Hundred Sixty Thousand Thirty and 0/100s Dollars (i) $1,818,740.00 (“Landlord’s Contribution” 1,860,030.00) (which is $55.00 30.00 per square foot of rentable area area) for the 0xx Xxxxx Xxxxxxxx, 0xx Xxxxx Premises, and 17th Floor Premises), and Eight Hundred Twenty-Six Thousand Six Hundred Eighty and 0/100s Dollars (826,680.00) ($40.00 per square foot of rentable area) for the 6th 16th Floor Additional Premises) Premises for application to the extent thereof to the Costs of the Work and (ii) Work. No portion of the $3,968. 16 solely for application 826,680.00 allocated to the cost incurred by 16th Floor Premises may be drawn until after August 1, 2004, unless Tenant for the preparation and revision has earlier waived its termination right pursuant to Article 41 of the Plans (collectively, the “Plan Contribution”)Lease. The Plan Landlord’s Contribution shall be funded as the Tenant’s Work is completed in addition to accordance with the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part provisions of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereofthis Workletter. If the Costs exceed Cost of the Work exceeds Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If the Costs Cost of the Work are is less than Landlord’s Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Premises, or to pay Rent due hereunder, or to pay other costs incurred by Tenant subject to Landlord’s review and approval receipt of all items listed in Paragraph 2 evidence of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs lien-free completion of the Work are less than Landlord’s Contribution and Tenant does not utilize in accordance with the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures provisions herein, be used for portions of the Premises other than the 6th Floor Additional Premises. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s Contribution. (b) Subject to the conditions herein, Landlord shall make progress payments of from Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the portion of the Tenant’s Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts (reduced by the Retainage) therefore paid by Tenant (as certified by the chief financial officer of Tenant and by Tenant’s independent architect) to Tenant’s contractors, subcontractors and material suppliers which have not be required been subject to fund amounts for any item in excess of the amount shown on the Budget previously approved by previous disbursements from Landlord’s Contribution. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) 1st day of any month, such progress payments shall be made within thirty (30) 30 days next following the delivery to Landlord of requisitions therefor, signed by a the chief financial officer of Tenant or by Tenant’s project manager, which requisitions shall be in the form of AIA document G702, set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors subcontractors, and material suppliers shown on such sworn statement and covering all work and materials which were are the subject of previous the applicable progress payments by Landlord and Tenantpayment, (ii) a written certification from Tenant’s architect Architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoicesplans and specifications approved by Landlord, and (iviii) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in including any documents reasonably required by Landlord’s reasonable judgment title company in connection with title drawdowns and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703endorsements. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a Tenant’s requisition therefor, therefor accompanied by all documentation required under this Paragraph 8(b), paragraph together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Tenant’s Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien and unconditional waivers by all contractors, subcontractors and material suppliers. Furthersuppliers covering all of the Tenant Work, and notwithstanding anything to (c) receipt of as-built plans for the contrary hereinabove, no portion Work. (c) Tenant shall pay the excess of the aggregate cost of Tenant’s Work and the Landlord’s Construction Management Fee over the Landlord’s Contribution shall be due (the “Excess”) plus the cost of all work other than the Tenant’s Work, if any, which Tenant may elect to do in order to make the Premises ready for Tenant’s occupancy and payable and which has been approved by Landlord as provided herein. Landlord shall have no obligation to pay, any portion thereof notwithstanding pay the Excess. If Landlord estimates prior to commencement of the Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over Work or otherwise secured) against the Building. Further, if at any time or from time to time thereafter that there will be an Excess, Landlord shall notify Tenant in writing of Landlord’s good faith estimate of the amount thereof. Ninety percent (90%) of the Excess shall be funded by Tenant to pay costs of Tenant’s Work prior to initial or during constructionfurther disbursements of Landlord’s Contribution, as the case may be, and if Tenant fails to do so within ten (10) days after Landlord’s request, Landlord reasonably determines that shall be entitled to suspend the actual remaining costs funding of Landlord’s Contribution until such time as Landlord receives evidence acceptable to Landlord of Tenant’s funding of the Work will exceed the unfunded amount Excess, and at Landlord’s option, a Default shall be deemed to have occurred under this Lease. (d) All of the Landlord’s Contribution (plus any cash previously deposited into escrow must be used by Tenant)Tenant on or before April 30, then Landlord’s obligation to fund any requisition 2005 for floors 8, 9, and 17, and December 31, 2005 for floor 16, or the balance shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excessapplied by Landlord towards Rent.

Landlord's Contribution; Excess Amounts. (a) A. Upon completion of the Work, Tenant shall furnish Landlord with final waivers of Liens and contractors’ affidavits, in such form as may be required by Landlord, from all parties performing labor or supplying materials or services in connection with the Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building. Tenant shall submit to Landlord a detailed breakdown of Tenant’s total construction costs, together with such evidence of payment as is reasonably satisfactory to Landlord. B. Upon completion of the Work and Tenant’s satisfaction of the all requirements set forth in this Work Letter Agreementherein, Landlord promptly shall make a dollar contributions contribution in the total amount attributable to the portion of (i) $1,818,740.00 the Premises so completed, as specified in the Fifth Amendment (“Landlord’s Contribution” ”) (each of which is Fourteen Dollars ($55.00 14.00) per square foot of rentable area of such portion of the 6th Floor Additional Premises) for application to the extent thereof to the Costs cost of the Work. If the cost of the Work and (ii) $3,968. 16 solely for application to the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”). The Plan Contribution shall be in addition to the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereof. If the Costs exceed exceeds Landlord’s Contribution, Tenant solely shall have sole responsibility for the payment of such excess cost. If the Costs cost of the Work are is less than Landlord’s Contribution, Landlord Tenant shall make such excess amounts available be entitled to reimburse Tenant for additional improvements to an offsetting credit against the Premises, subject to Landlord’s review and approval first installment(s) of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs of the Work are less than Landlord’s Contribution and Tenant does not utilize the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default Base Rent due under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect to Lease for the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions applicable portion of the Premises other than the 6th Floor Additional Premisesuntil such excess amount has been utilized. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s Contribution. (b) Subject to the conditions herein, Landlord shall make progress payments of Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, (iii) copies of all applicable invoices, and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against the Building. FurtherWorkletter, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excessany.

Landlord's Contribution; Excess Amounts. (a) Upon completion of Tenant’s Work, Tenant shall furnish Landlord with full and final waivers of lien and contractors’ affidavits and sworn statements, in such form as may be required by Landlord, Landlord’s title insurance company and any holder of a mortgage on the Building, from all parties performing labor or supplying materials or services in connection with Tenant’s Work showing that all of said parties have been compensated in full and waiving all liens in connection with Tenant’s Work, the Premises and Building. Tenant shall submit to Landlord a detailed breakdown of Tenant’s total construction costs, together with such evidence of payment as is reasonably satisfactory to Landlord. (b) Upon completion of Tenant’s Work and Tenant’s satisfaction of the all requirements set forth in this Work Letter AgreementWorkletter, Landlord shall make a dollar contributions contribution in the total amount of (i) $1,818,740.00 186,600.00 (“Landlord’s Contribution” ”) (which is approximately $55.00 40.00 per rentable square foot of rentable area of the 6th Floor Additional Premises) for application to pay or reimburse Tenant to the extent thereof to for the Costs cost of the Work and (ii) $3,968. 16 solely for application to the cost incurred by Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”). The Plan Contribution shall be in addition to the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereofWork. If the Costs exceed cost of Tenant’s Work exceeds Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost. If the Costs cost of the Tenant’s Work are is less than Landlord’s Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Premises, subject to Landlord’s review and approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayedentitled to any payment or credit for such excess amount. If As used herein, “cost of Tenant’s Work” shall include without limitation, (a) the Costs cost of all labor and materials, (b) contractors’ overhead and profit, (c) Landlord’s Supervisory Fee, (d) all architectural, engineering and space planning fees paid or incurred by Landlord or Tenant in connection with Tenant’s Work and the preparation of the Work are less than Landlord’s Contribution Plans and (e) all other costs and expenses to be paid by Tenant does not utilize the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with respect to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be used for portions of the Premises other than the 6th Floor Additional Premisesthis Workletter. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement the Supervisory Fee before disbursing any other portion of Landlord’s Contribution, if not previously paid by Tenant. (bc) Subject to There shall be no extension of the conditions herein, Landlord shall make progress payments of Landlord’s Contribution amounts to Tenant or Commencement Date if Tenant’s project manager Work has not been substantially completed on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Landlord shall not be required to fund amounts such date for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any monthreason, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by including without limitation: (i) an owner’s sworn statementthe failure of Tenant to timely furnish the Plans, and after the first requisitionor revised Plans, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, under Paragraph 1; (ii) a written certification from changes in Tenant’s architect that Work or the work for which the requisition is being made has been completed substantially in accordance with the Approved Plans, Plans requested by Tenant; (iii) copies of all applicable invoicesTenant’s requirements for special work or materials, and finishes, or installations other than Landlord’s standard building materials; (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and which are made prior to the first (1st) day performance of any month shall be paid no later than other work in the last day Premises by any person, firm or corporation employed by or on behalf of the month following the month Tenant, or any failure to complete or delay in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Worksuch work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against the Building. Further, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excess.or