Common use of Landlord’s Contribution Clause in Contracts

Landlord’s Contribution. Tenant shall be entitled to a landlord contribution toward the cost of preparing the Premises for Tenant’s use and occupancy and the construction of alterations and improvements therein in the amount of $3,408,910.00 (the “Landlord Contribution”), which shall be applied to the construction of the Tenant Improvements in accordance with the terms of this Work Letter. Provided and on condition that Tenant is not in material default beyond applicable notice and cure periods at the time of application, Tenant shall be entitled to apply any unused portion of the Landlord’s Contribution as a credit against Rent due under the Lease as amended by the Amendment. Tenant is not required to use any portion of the Landlord Contribution toward the Tenant Improvements, and may apply any portion of the Landlord Contribution toward either the Tenant Improvements or toward credit against Rent due under the Lease, at Tenant’s sole discretion. Should Landlord fail to disburse the Landlord Contribution as required herein, Tenant shall have the right to elect, by written notice to Landlord within thirty (30) days after such default, to offset against monetary obligations owed by Tenant under the Lease, as amended by the Amendment, in the amount that Landlord was obligated to but did not disburse. Except as otherwise provided in this Work Letter or Section 4(a) of the Amendment, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter (i) in a total amount which exceeds the Landlord’s Contribution, or (ii) if Tenant fails to pay any portion of any “Over-Allowance Amount,” as that term is defined in Section 4.2.2 of this Work Letter.

Landlord’s Contribution. Provided there is no uncured Event of Default by Tenant hereunder, Landlord shall be entitled provide to Tenant a landlord contribution toward construction allowance (the cost of preparing the “Landlord’s Contribution”) for Premises for Tenant’s use and occupancy and the construction of alterations and improvements therein A in the amount of $3,408,910.00 139,660.00 (i.e., $20.00 per square foot in Premises A) and for Premises B in the “Landlord Contribution”)amount of $108,960.00 (i.e., which shall $20.00 per square foot in Premises B) and for Premises C in an amount of $103,180.00 (i.e., $20.00 per square foot in Premises C) to be applied to the construction of the as designated by Tenant Improvements in accordance with the terms of this Work LetterLetter toward (a) the Total Construction Costs, and (b) Tenant’s Moving and Relocation Costs (as hereinafter defined) to the extent set forth in paragraph 9 below. Provided Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Landlord’s Contribution during the continuance of an uncured Event of Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Event of Default is cured. In addition, Landlord has paid or shall pay the cost of a space plan for the Premises and one revision thereto in an amount not to exceed $2,110.80 (i.e., $0.12 per rentable square foot in the Premises). Tenant, by delivery of written notice (a “Deferral Notice”) to Landlord, shall have the right to defer the receipt of up to $175,900.00 (i.e., $10.00 per rentable square foot in the Premises) of the Landlord’s Contribution for the payment for Work in the Premises to be performed at a later date, such date to be specified in such notice (the “Deferred Landlord’s Contribution”). The Deferred Landlord’s Contribution shall be applied to the Total Construction Costs in performing such Work in the Premises, subject to and in accordance with the terms of this Work Letter after the date set forth in such notice. To the extent any portion of the Deferred Landlord’s Contribution remains unused on condition that Tenant is not in material default beyond applicable notice and cure periods at the time of applicationMay 1, 2011, Tenant shall be entitled to apply any such unused portion portion, at Tenant’s option exercised by delivery of the written notice to Landlord’s Contribution , as a credit against payments of Rent next due under the Lease as amended by for the Amendment. Tenant is not required to use any portion balance of the Landlord Contribution toward initial Term or for additional tenant improvements in the Tenant Improvements, and may apply any portion Premises or a combination of the Landlord Contribution toward either the Tenant Improvements or toward credit against Rent due under the Lease, at Tenant’s sole discretion. Should Landlord fail to disburse the Landlord Contribution as required herein, Tenant shall have the right to elect, by written notice to Landlord within thirty (30) days after such default, to offset against monetary obligations owed by Tenant under the Lease, as amended by the Amendment, in the amount that Landlord was obligated to but did not disburse. Except as otherwise provided in this Work Letter or Section 4(a) of the Amendment, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter (i) in a total amount which exceeds the Landlord’s Contribution, or (ii) if Tenant fails to pay any portion of any “Over-Allowance Amount,” as that term is defined in Section 4.2.2 of this Work Letterforegoing.

Landlord’s Contribution. Landlord shall provide a special allowance (“Landlord’s Contribution”) to Tenant not to exceed the Maximum Amount of Landlord’s Contribution. Landlord’s Contribution shall be used and applied by Tenant solely on account of the Total Costs incurred by Tenant; provided however, that the maximum amount of Landlord’s Contribution which may be requisitioned and used by Tenant to pay for Soft Costs shall not exceed (i) $9.75 per square foot of Rentable Floor Area of the Premises which may be requisitioned by Tenant for Soft Costs (the “Soft Costs Cap”). In the event that the Total Costs of Tenant’s Work is less than the Landlord’s Contribution, Tenant shall not be entitled to a landlord contribution toward the cost of preparing the Premises for Tenant’s use and occupancy and the construction of alterations and improvements therein in the amount of $3,408,910.00 (the “Landlord Contribution”), which any payment or credit nor shall there be applied to the construction any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant Improvements under the Lease. In no event shall Landlord be deemed to have assumed any obligations, in accordance with the terms whole or in part, of this Work LetterTenant to any contractors, subcontractors, suppliers, workers or materialmen. Provided and on condition that Tenant is not in material default beyond applicable notice and cure periods satisfies all of the Requisition Conditions at the time of application, Tenant shall be entitled that it submits any Requisition to apply any unused portion Landlord and all of the Final Requisition Conditions at the time that it submits the Final Requisition to Landlord’s Contribution as a credit against Rent due under the Lease as amended by the Amendment. Tenant is not required to use any portion of the Landlord Contribution toward the Tenant Improvements, and may apply any portion of the Landlord Contribution toward either the Tenant Improvements or toward credit against Rent due under the Lease, at Tenant’s sole discretion. Should Landlord fail to disburse the Landlord Contribution as required herein, Tenant shall have the right to elect, by written notice submit Requisitions (including the Final Requisition) to Landlord within thirty (30) days after such default, to offset against monetary obligations owed by Tenant under the Lease, as amended by the Amendment, in the amount that Landlord was obligated to but did not disburse. Except as otherwise provided in this Work Letter or Section 4(a) on account of the Amendment, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter (i) in a total amount which exceeds the Landlord’s Contribution, or (ii) if Tenant fails to pay any portion of any “Over-Allowance Amount,” Contribution as that term is defined in Section 4.2.2 of this Work Letter.follows:

Landlord’s Contribution. Tenant shall be entitled to a landlord contribution Landlord will pay an amount (“Landlord’s Contribution”) toward the cost of preparing the Premises for Tenant’s use planning, design and occupancy and the construction of alterations and improvements therein in the amount of $3,408,910.00 (the “Landlord Contribution”), which shall be applied to the construction of the Initial Installations in an amount not to exceed $265,000.00. Landlord’s Contribution shall be payable solely on account of labor directly related to the Initial Installations and materials delivered to the Premises in connection with the Initial Installations, except that Tenant Improvements may apply Landlord’s Contribution to pay “soft costs”, consisting of architectural, consulting, engineering and legal fees, moving costs, signage and furniture and equipment (exclusive of computer equipment) acquired for use in the Premises, incurred in connection with the Initial Installations. Tenant shall not be entitled to receive any portion of Landlord’s Contribution not actually expended in the performance of the Initial Installations in accordance with the terms of this Work Letter. Provided and on condition that , nor shall Tenant is not in material default beyond applicable notice and cure periods at the time of application, Tenant shall be entitled have any right to apply any unused unexpended portion of the Landlord’s Contribution as a credit against Rent due under the Lease as amended by the Amendment. Tenant is not required to use or any portion other obligation of the Landlord Contribution toward the Tenant Improvements, and may apply any portion of the Landlord Contribution toward either the Tenant Improvements or toward credit against Rent due under the Lease, at Tenant’s sole discretion. Should Landlord fail to disburse the Landlord Contribution as required herein, Tenant shall have the right to elect, by written notice to Landlord within thirty (30) days after such default, to offset against monetary obligations owed by Tenant under the Lease; provided, as amended however, that if the entire Landlord’s Contribution has not been fully expended by the Amendment, in the amount that Landlord was obligated to but did not disburse. Except as otherwise provided in this Work Letter or Section 4(a) last day of the Amendmenteighth month of the Term of the Lease, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter (i) in a total amount which then Tenant may apply any unfunded balance toward the Fixed Rent payable for the ninth and, if applicable, tenth month, of the Term. If the cost of the planning, design and construction of the Initial Installations exceeds the sum of Landlord’s Contribution, the difference shall be borne by Tenant and paid by Tenant to Landlord at the time the Contract or (ii) if Tenant fails to pay any portion of any “Over-Allowance Amount,” as that term change order is defined in Section 4.2.2 of this Work Lettersigned.

Landlord’s Contribution. Tenant Landlord shall be entitled contribute an amount up to $172,840 ("Landlord's Contribution") toward the costs incurred for the Initial Improvements and Change Orders; provided that up to a landlord contribution toward maximum of $1,296 of Landlord's Contribution may be used for the payment of the costs of the space planner used for the preparation of a space plan for the Premises. Except as provided below with respect to the Improvement Allowance (as defined below), Landlord has no obligation to pay for costs of the Initial Improvements or Change Orders in excess of Landlord's Contribution. If the cost of preparing the Premises for Tenant’s use and occupancy Initial Improvements and/or Change Orders exceeds the Landlord's Contribution and the construction Improvement Allowance funded by Landlord Tenant shall pay such overage to Landlord prior to commencement of alterations and improvements therein in the amount of $3,408,910.00 (the “Landlord Contribution”), which shall be applied to the construction of the Tenant Initial Improvements and/or Change Orders. If the costs of the Initial Improvements and Change Orders are in accordance with excess of the terms of this Work Letter. Provided Landlord's Contribution, and on condition that so long as Tenant is not in material default beyond applicable notice under this Lease, Landlord will lend Tenant an amount not to exceed $43,210 (the "Improvement Allowance") solely for the payment of the costs of the Initial Improvements and cure periods Change Orders. The Improvement Allowance funded by Landlord, together with interest thereon at the time rate set forth herein, shall be paid by Tenant to Landlord as part of applicationthe Base Rent. For the purposes of determining the Base Rent for the first Lease Year, the "TI Rent Component" per month for the first Lease Year shall mean an amount equal to the total Improvement Allowance funded by Landlord, together with interest on such amount at a rate of ten percent (10%) per annum from the date of disbursement by Landlord until repaid by Tenant, amortized in equal monthly installments over the initial term of this Lease. Landlord and Tenant agree that all unpaid amounts of the Improvement Allowance constitute Base Rent under this Lease. Without limiting any of the foregoing provisions, at Landlord's request, Tenant shall be entitled to apply any unused portion of the Landlord’s Contribution as a credit against Rent due under the Lease as amended by the Amendment. Tenant is not required to use any portion of the Landlord Contribution toward the Tenant Improvements, and may apply any portion of the Landlord Contribution toward either the Tenant Improvements or toward credit against Rent due under the Lease, at Tenant’s sole discretion. Should Landlord fail to disburse the Landlord Contribution as required herein, Tenant shall have the right to elect, by written notice to Landlord within thirty five (305) days after such defaultrequest, duly execute and deliver to offset against monetary obligations owed Landlord a promissory note, in form and substance satisfactory to Landlord, evidencing Tenant's obligation to repay the Improvement Allowance with interest thereon as provided herein (the "Improvement Note"). Tenant acknowledges and agrees that (a) Tenant's failure to deliver the Improvement Note to Landlord as provided herein, or (b) any breach of any of the terms of the Improvement Note, shall constitute a material breach and default under this Lease. Tenant's failure to execute and deliver the Improvement Note to Landlord as provided herein shall not affect Tenant's obligation to repay the Improvement Allowance together with interest thereon as provided herein. The Improvement Note may be prepaid by Tenant at any time. Any unpaid Improvement Allowance, together with interest thereon as provided herein, shall be immediately due and payable upon any default by Tenant under the this Lease, as amended by the Amendment, in the amount that Landlord was obligated to but did not disburse. Except as otherwise provided in this Work Letter or Section 4(a) of the Amendment, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter (i) in a total amount which exceeds the Landlord’s Contribution, or (ii) if Tenant fails agrees to pay any portion and all of any “Over-Allowance Amount,” as that term is defined in Section 4.2.2 Landlord's attorneys' fees and costs relating to the enforcement of this Work LetterLandlord's rights under the Improvement Note or with respect to the repayment of the Improvement Allowance.