Common use of Leasehold Improvement Allowance Clause in Contracts

Leasehold Improvement Allowance. Landlord shall contribute an amount equal to Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot, inclusive of all design fees and moving allowance ("Leasehold Improvement Allowance") for the actual costs of designing and constructing the Leasehold Improvements as such costs are incurred. Landlord shall pay actual costs, up to a maximum amount equal to the Leasehold Improvement Allowance directly to the contractor promptly following receipt of billing and reasonably satisfactory documentation, including appropriate contractor affidavits and waivers from the contractor and all subcontractors engaged in installing or constructing the Leasehold Improvements. Notwithstanding the foregoing, Tenant, at Tenant's election, shall be entitled to increase its Leasehold Improvement Allowance up to but not exceeding Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot of space with the Premises. In the event Tenant elects to increase the Leasehold Improvement Allowance above the Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot amount otherwise provided in this Lease, the Base Rent due and payable under this Lease for the eighty-four (84) month Term of this Lease shall be proportionately increased as follows: if Tenant increases the Leasehold Improvement Allowance to Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the initial twelve (12) month period of this Lease shall be Fourteen and 35/100 Dollars ($14.35) per net rentable square foot, and if such increased Leasehold Improvement Allowance used is less than Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the shall be proportionately adjusted for initial twelve (12) month period of this Lease. In such event, this Lease shall be promptly amended, as appropriate, to reflect the revised initial Base Rent as well as the revised Base Rent for each subsequent twelve (12) month period of the Lease Term. The Base Rent Escalation shall not apply to the portion of the Base Rent attributable to Tenant's increase of the Leasehold Improvement Allowance.

Leasehold Improvement Allowance. All costs and expenses of Landlord's Work and Tenant's Work shall be borne by Tenant; provided, however, Landlord shall contribute an amount provide Tenant, subject to the provisions of this Agreement, a Leasehold Improvement Allowance to be applied toward the costs of completing the Landlord's Work and Tenant's Work, if any. Said Leasehold Improvement Allowance shall be equal to Twenty-Five the lesser of (i) the amount of such costs, or (ii) $25.00 per square foot of Net Rentable Area comprising the Leased Premises, 10,154 nra (i.e., $253,850), to be adjusted accordingly after the verification of the NRA of the Premises, prior to Lease commencement. In the event the Contract Sum and 00/100 Dollars ($25.00) per net rentable square footother costs and expenses in connection with construction exceed, inclusive of all design fees and moving allowance ("or appear to Landlord to be likely to exceed, the Leasehold Improvement Allowance") for , Tenant shall, upon written request by Landlord, provide Landlord with adequate assurances of payment of such excess costs and expenses and security therefor in form satisfactory to Landlord. Tenant shall have the actual costs right to apply a portion of designing and constructing the Leasehold Improvements as such costs are incurred. Landlord shall pay actual costs, up to a maximum amount equal to the Leasehold Improvement Allowance directly equal to the contractor promptly following receipt of billing and reasonably satisfactory documentation, including appropriate contractor affidavits and waivers from the contractor and all subcontractors engaged in installing or constructing the Leasehold Improvements. Notwithstanding the foregoing, Tenant, at Tenant's election, shall be entitled to increase its Leasehold Improvement Allowance up to but not exceeding Forty-Five and 00/100 Dollars three dollars ($45.003.00) per net rentable square foot of space with NRA in the PremisesLeased Premises to apply as payment to Tenant’s data cabling. In Tenant shall have six (6) months following Lease Commencement to expend the event Tenant elects Leasehold Improvement Allowance, in accordance with, and for costs permitted to increase be paid from the Leasehold Improvement Allowance above the Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot amount otherwise provided in this Lease, the Base Rent due and payable under this Lease for the eighty-four (84) month Term of this Lease shall be proportionately increased as follows: if Tenant increases the Leasehold Improvement Allowance to Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the initial twelve (12) month period of this Lease shall be Fourteen and 35/100 Dollars ($14.35) per net rentable square foot, and if such increased Leasehold Improvement Allowance used is less than Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the shall be proportionately adjusted for initial twelve (12) month period of this Lease. In such eventunder, this Lease shall be promptly amendedAgreement, as appropriate, after which Tenant forfeits the right to reflect the revised initial Base Rent as well as the revised Base Rent for each subsequent twelve (12) month period of the Lease Term. The Base Rent Escalation shall not apply to the portion of the Base Rent attributable to Tenant's increase any remaining balance of the Leasehold Improvement Allowance.. Notwithstanding any other provisions in this Agreement to the contrary, Landlord's sole obligation with respect to the cost of the construction contemplated by this Agreement is payment of the Leasehold Improvement Allowance, if any, as provided in this Agreement. Landlord has not agreed to pay any other fees, costs, or disbursements relating to such construction. Accordingly, where Landlord has agreed to use its "reasonable efforts" pursuant to the provisions of this Agreement the same shall not be construed as requiring Landlord to expend any sums of money or otherwise make any financial commitment not expressly required by the terms hereof. There are no third party beneficiaries of this Agreement, including any contractors, architects, or other third parties. Architectural and Engineering The Architect's Fee shall be at Tenant's sole cost and expense and Tenant shall have the right to pay the Architect’s Fee from the Leasehold Improvement Allowance described in Paragraph VI above. Leasehold Improvement Costs Exceed the Leasehold Improvement Allowance Upon Landlord's and Tenant's approval of the Construction Cost Summary, and prior to Landlord's commencement of construction of the Landlord’s Work, Tenant shall be credited with the Leasehold Improvement - EXHIBIT C - Synthesis Energy Systems, Inc. – 12.7.07 Allowance, subject to the terms and conditions of this Agreement. If Landlord agrees to perform or provide any architectural or interior design services, the costs of which are in excess of funds (if any) available for use therefor in Tenant's Leasehold Improvement Allowance, such services shall be performed and provided by Landlord at Tenant's sole cost and expense, and Tenant shall upon written request by Landlord provide Landlord with adequate assurances of payment of such excess cost and security therefor in form satisfactory to Landlord. Tenant agrees to pay Landlord the cost of all such services in excess of the funds available therefor (if any) in the Leasehold Improvement Allowance, within thirty (30) days after receipt of Landlord's invoice. Such amount shall be considered additional Rent due Landlord by Tenant and shall be subject to all provisions of the Lease which are applicable to the payment of Rent, and such sums shall be collectible as additional Rent pursuant to the Lease and in default of payment thereof, Landlord shall (in addition to all other remedies available at law or in equity) have the same rights as in case of default in the payment of Rent. Tenant's Entry Prior to Lease Commencement Landlord shall permit Tenant and Tenant's contractors to enter the Leased Premises at least fourteen (14) days prior to the Commencement Date and even though Landlord's contractors may be working in the Leased Premises, in order that Tenant may perform the Tenant's Work and decorations through Tenant's own contractors, approved in advance in writing by Landlord and in a manner and upon terms and conditions and at times satisfactory to and approved in advance in writing by Landlord. Any such license to enter prior to the Commencement Date shall be deemed conditioned (whether or not so expressed in such license, and in addition to any conditions expressed in such license) upon (1) Tenant's and its contractors' workers working in harmony and not interfering with the workers used or employed by Landlord or its contractors or by any other tenant or its contractors, and not in any way delaying Landlord or Landlord's contractors, and (2) workers' compensation and public liability insurance and property damage insurance, all in amounts and with companies and on forms satisfactory to Landlord, being provided and at all times maintained by Tenant's contractors engaged in the performance of Tenant's Work, and certificates of such insurance being furnished to Landlord prior to proceeding with the Tenant's Work. If, at any time, such entry shall cause material disharmony or interference with Landlord's or any other tenant's contractors or their respective workers for any reason whatsoever, without regard to fault (including strikes or other work stoppages) or if any condition to such license shall be violated, such license may be immediately terminated by Landlord upon notice to Tenant. Any such entry by Tenant or its contractors shall be deemed to be under all of the terms, covenants, provisions, and conditions of the Lease except as to the covenant to pay Rent. To the fullest extent permitted by applicable law, Tenant shall indemnify, defend and hold harmless the Landlord and Landlord’s Related Parties from and against any and all claims, demands, liabilities, actions, costs and expenses (including attorneys' fees and expenses and other costs and expenses of defending against, settling, or otherwise dealing with such claims, demands, liabilities and actions) arising from or relating to, or claimed to arise from or relate to, (x) the performance of any Tenant's Work by or on behalf of Tenant, or any matter collateral thereto, (y) any negligence, act, or failure to act, of Tenant or Tenant's Associated Parties, or (z) Tenant's or its Associated Parties' access to or presence in the Leased Premises or the Property or in connection with any work to be performed by or for Tenant, IN EACH OF THE FOREGOING CASES REGARDLESS OF WHETHER OR NOT THE SAME IS CAUSED OR ALLEGED TO BE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF LANDLORD OR LANDLORD’S RELATED PARTIES, OR ANYONE FOR WHOM LANDLORD OR LANDLORD’S RELATED PARTIES MAY BE RESPONSIBLE. Landlord shall not be liable in any way for any injury, loss or damage which may occur to Tenant or Tenant's Associated Parties or any of Tenant's decorations or installations, and Landlord shall not be liable in any way for or because of defective material supplied by Tenant or for Leasehold Improvements performed by Tenant or Tenant's agents or contractors, the same being solely at Tenant's risk. Certain Provisions Relating to Construction Landlord's Representative Tenant acknowledges that the schedule and amount of Base Rental set forth in the Lease was established, in part, based upon the costs and expenses anticipated to be incurred by Landlord in constructing Landlord's Work. All communications of Tenant pertaining to the Landlord's Work shall be directed in writing to the Architect with a copy to the Landlord's Representative. The Landlord's Representative shall at all times have access to the Landlord's Work and Tenant's Work and shall have the duties and responsibilities set forth below. The Landlord's Representative will provide the services that are required to be provided by the "Construction Manager" under AIA Document A121CMC-2003, Standard Form of Agreement Between Owner and Construction Manager, latest edition, as well as the following services: The Landlord's Representative will make periodic visits to the Leased Premises to familiarize himself or herself generally with the progress of the Landlord's Work. - EXHIBIT C -

Leasehold Improvement Allowance. Landlord Sublandlord shall contribute an amount equal to Twentyprovide Subtenant with materials, on site, costing approximately Sixty Thousand Six Hundred Ninety-Five seven and 00/100 46/100 Dollars ($25.0060,697.46), for incorporation into the Initial Leasehold Improvements. Those materials (the "Sublandlord Supplied Materials") per net rentable square foot, inclusive and the cost of all design fees and moving the same are listed on the attached Exhibit G. Sublandlord shall also provide Subtenant with an improvement allowance (the "Leasehold Improvement Allowance") for not to exceed One Million Eighty-five Thousand Seven Hundred and No/100 Dollars ($1,085,700.00) [i.e., Thirty Dollars ($30.00) per square foot of rentable area in the actual costs of designing and constructing the Leasehold Improvements as such costs are incurred. Landlord shall pay actual costsSubleased Premises], up to a maximum amount equal be applied to the cost of the Initial Leasehold Improvements. The Leasehold Improvement Allowance directly to the contractor promptly following receipt of billing and reasonably satisfactory documentation, including appropriate contractor affidavits and waivers from the contractor and all subcontractors engaged in installing or constructing the Leasehold Improvements. Notwithstanding the foregoing, Tenant, at Tenant's election, shall be entitled paid by Sublandlord to increase its Leasehold Improvement Allowance up Subtenant in not more than three (3) installments, payable jointly to but not exceeding Forty-Five Subtenant and 00/100 Dollars ($45.00) per net rentable square foot of space with the Premises. In the event Tenant elects to increase the Leasehold Improvement Allowance above the Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot amount otherwise provided in this Lease, the Base Rent due and payable under this Lease for the eighty-four (84) month Term of this Lease shall be proportionately increased as follows: if Tenant increases the Leasehold Improvement Allowance to Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the initial twelve (12) month period of this Lease shall be Fourteen and 35/100 Dollars ($14.35) per net rentable square foot, and if such increased Leasehold Improvement Allowance used is less than Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the shall be proportionately adjusted for initial twelve (12) month period of this Lease. In such event, this Lease shall be promptly amendedSubtenant's Contractor, as appropriatethe Initial Leasehold Improvements are completed. The first two (2) installments (which shall not exceed, to reflect in the revised initial Base Rent as well as the revised Base Rent for each subsequent twelve aggregate, two thirds (122/3) month period of the Lease Term. The Base Rent Escalation shall not apply to the portion of the Base Rent attributable to Tenant's increase total amount of the Leasehold Improvement Allowance) shall be paid (provided that Subtenant is not in default under this Sublease) within thirty (30) days after Subtenant's submission of a written payment request identifying the items for which payment is sought and the amount of such payment, which payment request is accompanied by (i) a certificate of Subtenant's architect to Sublandlord and any other party reasonably designated by Sublandlord, specifying that the work for which Subtenant is seeking reimbursement has been performed in accordance with the Leasehold Improvement Plans and Specifications, (ii) invoices for the work for which Subtenant is seeking reimbursement, and (iii) interim (or if final payment for an item is sought, final) releases of lien, in form and substance reasonably satisfactory to Sublandlord, from all contractors and materialmen who supplied labor or materials for the work for which Subtenant is seeking reimbursement. The final installment of the Leasehold Improvement Allowance shall be paid (provided that Subtenant is not in default under this Sublease) within thirty (30) days after the last to occur of the following: (i) final completion of all of the Initial Leasehold Improvements in accordance with the terms of this Sublease, (ii) evidence of the satisfaction of the requirements of governmental authorities with respect thereto, (iii) receipt of releases of lien from all contractors and materialmen who supplied labor or materials for the Initial Leasehold Improvements, (iv) Sublandlord's receipt of from Subtenant of invoices for materials and labor for the Initial Leasehold Improvements in an amount equal to or in excess of the Leasehold Improvement Allowance, and (v) Subtenant having commenced to use the Subleased Premises for office purposes.

Leasehold Improvement Allowance. Landlord LESSOR shall contribute an amount equal to Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot, inclusive of all design fees and moving allowance ("Leasehold Improvement Allowance") reimburse LESSEE for the actual costs incurred by the LESSEE with respect to any refurbishment of designing and constructing the Leasehold Improvements as such costs are incurred. Landlord Premises that LESSEE undertakes (the “Refurbishment”), which Refurbishment shall pay actual costsbe conducted in accordance with the terms of the Lease, up to a maximum amount equal of Five Hundred Fifty Thousand and No/100 Dollars ($550,000.00) (the “LESSOR’S Contribution”), subject to the Leasehold Improvement Allowance provisions hereof. To the extent that the Refurbishment exceeds the LESSOR’s Contribution, LESSEE shall be entirely responsible for such excess. The LESSOR’s Contribution shall be payable by LESSOR to LESSEE (or, at LESSOR’s election, directly to LESSEE’s general contractor or subcontractors) in installments in accordance with the contractor promptly following receipt provisions hereof as the Refurbishment progresses; provided, however, that no single installment shall be for the less than Fifty Thousand and No/100 Dollars ($50,000.00). Prior to payment of billing any such installment, LESSEE shall deliver to LESSOR a written request, to be submitted no more frequently than once every thirty (30) days, for such disbursement, which request shall be accompanied by: (i) invoices for the Refurbishment covered by any previous requisition; (ii) copies of partial lien waivers or final lien waivers (in the case of a final installment); and reasonably satisfactory documentation(iii) a certificate signed by the architect (if any) and an officer of the LESSEE certifying that the Refurbishment represented by the aforementioned invoices has been completed substantially in accordance with the plans (if any) that were required to be previously approved by LESSOR in accordance with the Lease in connection with the Refurbishment, including appropriate contractor affidavits and waivers that the remaining portion of the LESSOR’s Contribution is sufficient to pay in full for the completion of the Refurbishment. If at any time the amount of the LESSOR’s Contribution remaining is insufficient to pay for the remaining amount of the Refurbishment, the LESSEE shall pay from its own funds all further sums necessary to enable LESSEE and LESSEE’s architect (if any) to again make the contractor and all subcontractors engaged in installing certification required under subsection (iii) above. Any portion of the LESSOR’s Contribution which has not been applied on or constructing the Leasehold Improvements. Notwithstanding the foregoingbefore March 31, Tenant, at Tenant's election2006, shall be entitled to increase its Leasehold Improvement Allowance up to but not exceeding Forty-Five deemed forfeited by LESSEE and 00/100 Dollars ($45.00) per net rentable square foot of space LESSOR shall have no further obligation with the Premises. In the event Tenant elects to increase the Leasehold Improvement Allowance above the Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot amount otherwise provided in this Lease, the Base Rent due and payable under this Lease for the eighty-four (84) month Term of this Lease shall be proportionately increased as follows: if Tenant increases the Leasehold Improvement Allowance to Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the initial twelve (12) month period of this Lease shall be Fourteen and 35/100 Dollars ($14.35) per net rentable square foot, and if such increased Leasehold Improvement Allowance used is less than Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the shall be proportionately adjusted for initial twelve (12) month period of this Lease. In such event, this Lease shall be promptly amended, as appropriate, to reflect the revised initial Base Rent as well as the revised Base Rent for each subsequent twelve (12) month period of the Lease Term. The Base Rent Escalation shall not apply to the portion of the Base Rent attributable to Tenant's increase of the Leasehold Improvement Allowancerespect thereto.

Leasehold Improvement Allowance. Tenant intends to perform certain improvements (the “Improvements”) to the Premises upon execution of this Amendment. Landlord shall contribute provide an allowance (the “Leasehold Improvement Allowance”) to Tenant in the amount equal to Twenty-Five of Fifty and 00/100 Dollars ($25.0050.00) per net rentable square foot, inclusive for a total amount of all design fees and moving allowance ("Leasehold Improvement Allowance") for the actual costs of designing and constructing the Leasehold Improvements as such costs are incurred. Landlord shall pay actual costs, up to a maximum amount equal to the Leasehold Improvement Allowance directly to the contractor promptly following receipt of billing and reasonably satisfactory documentation, including appropriate contractor affidavits and waivers from the contractor and all subcontractors engaged in installing or constructing the Leasehold Improvements. Notwithstanding the foregoing, Tenant, at Tenant's election, shall be entitled to increase its Leasehold Improvement Allowance up to but not exceeding Forty-Five Million Eighteen Thousand Fifty and 00/100 Dollars ($45.00) per net rentable square foot 5,018,050.00), for application to the costs and expenses, more particularly set forth below, incurred by or on behalf of space with the PremisesTenant. In the event If Tenant elects to increase incurs costs in excess of the Leasehold Improvement Allowance above in connection with the Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot amount otherwise provided in this LeaseImprovements, the Base Rent due and payable under this Lease for the eighty-four (84) month Term of this Lease then all such excess costs shall be proportionately increased as follows: if Tenant increases born solely by Tenant. The application of the Leasehold Improvement Allowance by Landlord shall be limited to Forty-Five payment of the following costs and 00/100 Dollars ($45.00) per net rentable square footexpenses incurred by or on behalf of Tenant in connection with the Improvements: the actual documented and verified cost pursuant to Tenant’s design, architectural, engineering and construction contracts or invoices, including without limitation the Base Rent rate associated contractor’s overhead and profit and general conditions, incurred in the construction of the Improvements to the Premises, except for the initial twelve (12) month period making of this Lease shall be Fourteen improvements, installation of fixtures or incorporation of other items which are moveable rather than permanent improvements in the nature of trade fixtures, examples of which may include furniture, telephone communications and 35/100 Dollars ($14.35) per net rentable square footsecurity equipment, and if bench-top laboratory equipment items such increased as microscopes. The Tenant may only apply to Landlord for reimbursement from the Leasehold Improvement Allowance used is less than Forty-Five and 00/100 Dollars as follows: up to fifty percent ($45.0050%) per net rentable square foot, the Base Rent rate for the shall be proportionately adjusted for initial twelve (12) month period of this Lease. In such event, this Lease shall be promptly amended, as appropriate, to reflect the revised initial Base Rent as well as the revised Base Rent for each subsequent twelve (12) month period of the Lease Term. The Base Rent Escalation shall not apply to the portion of the Base Rent attributable to Tenant's increase of the Leasehold Improvement AllowanceAllowance shall be payable in calendar year 2012 and the balance of the Leasehold Improvement Allowance shall be payable in calendar year 2013 and/or calendar year 2014. During the construction of any Improvements with respect to which Tenant desires to have the Leasehold Improvement Allowance applied, and in accordance with the commercially reasonable terms and conditions typically imposed upon a landlord pursuant to a construction loan agreement, such as, without limitation, lien waiver, and other requisition conditions, Tenant shall, on a periodic basis (but in any event no more frequently than once per month), deliver to Landlord a requisition (“Requisition”) for payment showing the costs of the Improvements in question and the amount of the current payment requested from Landlord for disbursement from the Leasehold Improvement Allowance within thirty (30) days after receipt of Tenant’s Requisition. Following the completion of any such Improvements, Tenant shall deliver to the Landlord, within ninety (90) days of completion, a statement showing the final costs of such Improvements, the amounts paid to date by or on behalf of the Tenant for such Improvements, and any amounts available for release of retainage, together with a copy of the final as built drawings of any Improvements. In no event shall Landlord charge any markup or oversight fee for any work performed by Tenant; provided, however, Tenant shall reimburse Landlord for any reasonable third party out of pocket expenses incurred by Landlord up to Five Thousand Dollars ($5,000.00) in connection with Landlord’s review of the plans and specifications together with the Improvements; provided, however, Landlord shall first use in house personnel to review the plans and specifications and will only utilize third party resources in the event that additional expertise is necessary in Landlord’s reasonable opinion.

Leasehold Improvement Allowance. Landlord shall contribute Sublandlord will provide Subtenant with an amount equal to Twenty-Five and 00/100 Dollars allowance of $15 per square foot of Net Rentable Area contained within the Sublease Premises ($25.00) per net rentable square foot, inclusive of all design fees and moving allowance (the "Leasehold Improvement Allowance") towards the costs incurred by Subtenant for (1) the initial improvements to be made to the Sublease Premises by Subtenant (the "Leasehold Improvements"), including architectural and engineering costs associated with the Leasehold Improvements, and (2) moving expenses incurred by Subtenant in moving into the Sublease Premises, (collectively, "Reimbursable Costs"). As the invoices for the actual costs Reimbursable Costs are received by Subtenant, Subtenant may deliver copies of designing the invoices and constructing other supporting documentation to Sublandlord along with a request for payment. Provided Subtenant has provided lien waivers from the Leasehold Improvements as such costs are incurred. Landlord shall pay actual costs, up appropriate contractors with respect to a maximum amount equal to Sublandlord's prior advances of the Leasehold Improvement Allowance directly that were to be remitted to contractors, and (ii) Subtenant has provided a certificate from its architect to Sublandlord certifying that any work that is the subject of the particular invoices that accompany Subtenant's request for payment was completed substantially in accordance with the plans and specifications approved by Sublandlord and Prime Landlord as part of this Sublease, that said work is in compliance with all applicable laws, and that said work was in fact incorporated into the Sublease Premises, then Sublandlord shall pay to Subtenant the amount of the invoice within thirty (30) days of receiving such request accompanied by the aforesaid supporting documentation; however, Sublandlord's cumulative obligations hereunder shall in no event exceed the Leasehold Improvement Allowance. Subtenant is responsible for all Reimbursable Costs to the contractor promptly extent same exceed the Leasehold Improvement Allowance. If Subtenant shall be in default beyond any applicable grace period at the time of Subtenant's request for payment, or at any time during the aforesaid thirty (30) day period before which Sublandlord is required to make payment, then Sublandlord shall have the right to withhold payment pending Subtenant's cure of such default. Any portion of the Leasehold Improvement Allowance that has not either been advanced to Subtenant, nor is the subject of a pending requisition request by Subtenant, on the date which is one hundred twenty (120) days following receipt the latest to occur of billing and reasonably satisfactory documentationthe Phase I, including appropriate contractor affidavits and waivers Phase II, or Phase III Rent Commencement Dates, may be retained by Sublandlord. Notwithstanding anything in this Sublease (or incorporated by reference from the contractor and all subcontractors engaged Prime Lease) to the contrary, no fees or charges, such as, but not limited to, construction management or supervision fees, shall be payable by Subtenant to Sublandlord in installing or constructing connection with Subtenant's performance of the Leasehold Improvements. Notwithstanding Any construction management or supervision fees, or similar fees, which, by virtue of the foregoing, Tenant, at Tenant's election, shall be entitled to increase its Leasehold Improvement Allowance up to but not exceeding Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot application of space with Section 7.03 of the Premises. In the event Tenant elects to increase the Leasehold Improvement Allowance above the Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot amount otherwise provided in this Prime Lease, the Base Rent due and may be payable under this Lease for the eighty-four (84) month Term of this Lease shall be proportionately increased as follows: if Tenant increases the Leasehold Improvement Allowance to Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the initial twelve (12) month period of this Lease shall be Fourteen and 35/100 Dollars ($14.35) per net rentable square foot, and if such increased Leasehold Improvement Allowance used is less than Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the shall be proportionately adjusted for initial twelve (12) month period of this Lease. In such event, this Lease shall be promptly amended, as appropriate, to reflect the revised initial Base Rent as well as the revised Base Rent for each subsequent twelve (12) month period of the Lease Term. The Base Rent Escalation shall not apply to the portion of the Base Rent attributable to TenantPrime Landlord in connection with Subtenant's increase performance of the Leasehold Improvement AllowanceImprovements shall be paid by Subtenant directly to Prime Landlord.