Common use of Requisitions Clause in Contracts

Requisitions. Subject to Section 3.4(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is Xxxxxxxx’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or Xxxxxx’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly.

Requisitions. Subject to Section 3.4(c3.3(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is XxxxxxxxLandlord’s Contribution and the denominator of which is the total contract price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, documentation delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory formlien, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, or Vice President of Tenant or Xxxxxx’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five thirty (530) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(srequisition (s) no more often than monthly.

Requisitions. Subject Provided that the title to Section 3.4(c) belowthe Property is good and free from all encumbrances, Landlord except the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall pay Landlord’s Proportion (hereinafter defined) notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration of the cost shown on each requisition Condominium Documents (hereinafter definedthe "Notification Date") submitted by Tenant and the Purchaser is to Landlord within thirty be allowed ten (3010) days after the Notification Date to examine the title to the Property at his/her own expense, and shall not call for the production of submission thereof by Tenant any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to Landlord until title which the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a fractionreasonable sum for the cost of repairing and cleaning the Property as a result of the Purchaser occupying the Property during the Interim Occupancy Period, and the Vendor shall have no further liability or obligation hereunder and shall not be liable for any costs or damages thereby. Save as to any valid objection so made within such time, the numerator of which Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is Xxxxxxxx’s Contribution registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the denominator same shall be deemed to be a satisfactory manner of which is response. Notwithstanding anything herein contained and notwithstanding the total price for all provisions of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord Act or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question successor legislation, or of the improvements installed to date Land Titles Act (Ontario), R.S.O. 1990 (the "LTA") and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the Premisesappropriate Land Registry Office, accompanied by reasonable evidence (including certifications executed by Tenant such mortgages, charges, debentures or Xxxxxx’s architecttrust deeds shall be deemed to be discharged for all purposes once the discharges, subject cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the architect’s standard of care) that contrary as contained in the amount of LTA, as amended and any successor legislation or the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlyAct or any successor legislation.

Requisitions. Subject Title to Section 3.4(cthe Property will be examined by Xxxxxxxxx, at Purchaser’s expense. Purchaser will be allowed until 6:00 p.m. (Toronto time) belowon the date that is fifteen (15) days following the Effective Date (the “Requisition Date”) to investigate title to the Property, Landlord shall pay Landlord’s Proportion (hereinafter defined) and to conduct its off-title searches with respect thereto. If prior to the expiry of the cost shown on each requisition Requisition Date, Purchaser furnishes Seller: (hereinafter definedi) submitted with any valid objections to title to the Property relating solely to encumbrances that are not Permitted Encumbrances; or (ii) with any objections in connection with its off-title searches revealing material matters that are not Permitted Encumbrances (collectively, in this section, the “Requisitions”), which Requisitions Seller is unable or unwilling to remove, remedy or satisfy prior to Closing and which Purchaser will not waive, this Agreement may, notwithstanding any intermediate acts or negotiations with respect to such objections, at the option of the Purchaser, in its sole and absolute discretion, be terminated, by Tenant notice in writing to Landlord Seller, and upon such termination, the Downpayment shall be released by Seller’s Solicitors to Purchaser, without deduction, and Seller and Purchaser shall be released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of this Agreement), Seller shall provide Purchaser with written notice of its intent to satisfy or not satisfy such Requisitions, within thirty ten (3010) days of submission receipt thereof by Tenant to Landlord until from Purchaser provided, however, that if Seller cannot remedy the entirety subject matter of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, such requisition on or before the numerator of which is Xxxxxxxx’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant)Closing Date, but Seller is of the view, in no event greater than one its sole and absolute discretion, that it would be possible to remedy same given further time to do so, then Seller, in its sole and absolute discretion, may extend the Closing Date, from time to time for a total period not to exceed ninety (1). A “requisition” shall mean 90) days, upon written documentation (including, without limitation, invoices notice to Purchaser to be delivered on or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect prior to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or Xxxxxx’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within is five (5) days following payment Business Days prior to the Closing Date, and shall remedy the subject matter of Landlordsuch requisition on or before such extended Closing Date. Save and except as to any Requisitions made by the Requisition Date, Purchaser shall be deemed to have irrevocably waived its right to raise any objection to, or to have or make any claim regarding, any defect, matter or issue in respect of the Property or any other aspect thereof of any nature whatsoever, unless: (i) the foregoing first arose or was created after the expiry of the Requisition Date (in which event, the provisions set out in the preceding sentence shall apply, mutatis mutandis), whether as a result of a Seller’s Contribution breach of this Agreement or otherwise; or (ii) the foregoing is subject to adjustment in accordance with respect Article 4 of this Agreement, and then, in each case, only to such first requisition. Landlord shall have the right, upon reasonable advance notice extent otherwise permitted pursuant to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlythis Agreement.

Requisitions. Subject to Section 3.4(c) below, Landlord shall pay Landlord’s 's Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s 's Contribution has been exhausted. “Landlord’s Proportion” "LANDLORD'S PROPORTION" shall be a fraction, the numerator of which is Xxxxxxxx’s Landlord's Contribution and the denominator of which is the total contract price for all the applicable portion of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1)'s Work. A “requisition” "REQUISITION" shall mean written documentation (including, without limitation, invoices or bills from Tenant’s 's contractors, vendors, service providers and consultants (collectively, “Contractors”"CONTRACTORS") and partial lien waivers and subordinations of lien in statutory formlien, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”"LIEN WAIVERS") with respect to the prior month’s 's requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by from Tenant or Xxxxxx’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Each requisition shall be accompanied by evidence reasonably satisfactory to Landlord, including without limitation Lien Waivers, that items, services and work covered by the prior requisition have been fully paid by Tenant and that the work has been performed. Notwithstanding the foregoing, with respect to the first requisition for Landlord's Contribution, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien TOLERRX LEASE / BUILDING 300 / EXECUTION VERSION -11- Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s 's Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s 's books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly.

Requisitions. Subject The TI Allowance shall be payable by Landlord to Section 3.4(c) Tenant in installments, as provided below, according to reasonable construction disbursement procedures and as Tenant’s 11th Floor Premises Work progresses. In any case, prior to payment of any such installment, Tenant shall deliver to Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each a written requisition (hereinafter defined) submitted by Tenant to Landlord within “Requisition”), which Requisition shall be given no more frequently than once every thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” and which shall be a fraction, the numerator of which is Xxxxxxxx’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (includinginclude, without limitation, (1) invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisitionapproved by Tenant, and such other documentation as Landlord or any Mortgagee may reasonably request) , showing in reasonable detail the costs cost of the item items in question or of the improvements installed to date in the Premises11th Floor Premises for which reimbursement is requested, accompanied by reasonable evidence (including certifications executed by Tenant or Xxxxxxfrom Tenant’s architect, subject to the architect’s standard of care) contractors that the amount of the requisition Requisition in question is true and correct and does not exceed the cost of the items, services and work items or improvements covered by such requisition. Notwithstanding Requisition; (2) copies of conditional partial lien waivers or conditional final lien waivers (in the foregoingcase of a final installment), or such other form(s) as Landlord may reasonably require so that no mechanic’s or materialman’s liens shall attach to the 11th Floor Premises or the Building as a result of Tenant’s 11th Floor Premises Work or, if attached, evidence reasonably satisfactory to Landlord that they have been satisfied of record or that they are being contested in good faith by Tenant with Tenant posting any bond or indemnity as required under applicable Laws pending the resolution of such challenge (and unconditional final lien waivers will be provided to Landlord when Tenant’s contractors have been paid in full); (3) certification from Tenant’s architect that Tenant’s 11th Floor Premises Work has been completed in accordance with the Tenant’s plans (in the case of a final installment); (4) “as built” plans for Tenant’s 11th Floor Premises Work (in the case of a final installment); and (5) a “certificate of occupancy” and/or “occupancy permit”, or a “temporary certificate of occupancy” and/or “temporary occupancy permit” from the City of Boston (or the applicable governmental authority) for the 11th Floor Premises with Tenant’s 11th Floor Premises Work completed (in the case of a final installment); or (6) with respect to the “soft costs” of Tenant’s 11th Floor Premises Work (as further described below), Tenant shall not only be required to deliver Lien Waivers at provide invoices showing in reasonable detail the time cost of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition items in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlyquestion.

Requisitions. Subject Promptly after Landlord approves Tenant’s plans for the Initial Installations for a particular Phase of the Leased Premises, Tenant shall deliver to Section 3.4(cLandlord a project budget which will include a Guaranteed Maximum Price contract (“GMP”) belowfor the general contractor performing the Initial Installations. Tenant hereby agrees that Landlord shall not be required to reimburse Tenant for any amount of the Landlord’s Construction Loan or Landlord’s Additional Construction Loan for an applicable Phase until such time that Tenant has expended all amounts required to complete the applicable Initial Installations other than the Landlord’s Construction Loan and Landlord’s Additional Construction Loan. At such time that Tenant has expended all such amounts, Tenant shall, on a monthly basis, deliver to Landlord an updated schedule of work, any changes to such budget and GMP and evidence of payment by Tenant of all amounts set forth in such budget other than the Landlord’s Construction Loan and Additional Construction Loan. Provided that as of the date on which Landlord is requested to make payment of the Landlord’s Construction Loan and Landlord’s Additional Construction Loan, if applicable, this Lease is in full force and effect, and (ii) no Event of Default then exists, Landlord shall pay make progress payments on account of the same to Tenant on a monthly or, if requested by Tenant, a less frequent basis. Each of Landlord’s Proportion (hereinafter defined) of progress payments shall be limited to the cost shown on each amount equal to the costs and expenses billed by Tenant during the immediately preceding month or such longer period covered by such requisition (hereinafter definedas certified by an authorized representative of Tenant) submitted by Tenant Tenant’s consultants, contractors, subcontractors and material suppliers, or other parties entitled to Landlord payment for costs described above (excluding any amounts which have been subject to previous disbursements pursuant to the foregoing). Such progress payments shall be made within thirty (30) days next following the delivery to Landlord of the completed requisition. Each requisition shall be executed by an authorized representative of Tenant, and shall be accompanied by (i) copies of conditional waivers of lien from all contractors, subcontractors, material suppliers, and paid design professionals performing work, providing materials or performing services for each such contractor, subcontractor, supplier and professional covering all work, materials and services which were the subject of previous progress payments by Landlord and Tenant, (ii) a certification from Tenant’s architect that the work for which the requisition is being made has been performed substantially in accordance with Plans approved by Landlord, and (iii) such other documents and information as Landlord may reasonably request consistent with the requirements of landlords of similar properties. Landlord shall make the final advance of the upon submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is Xxxxxxxx’s Contribution and the denominator of which is the total price for all of Tenant’s Work requisition therefor accompanied by all documentation required under the foregoing provisions, together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Premises Initial Installations by Governmental Authorities having jurisdiction thereover, (as evidenced B) final “as-built” plans and specifications for the Initial Installations, and (C) issuance of final lien waivers by reasonably detailed documentationall contractors, subcontractors, material suppliers, and design professionals covering all of the Initial Installations. Nothing in this Section 2.3 shall be deemed to make any third party, including without limitation copies of all contracts thereforany contractor, delivered to Landlord with the requisition first submitted by Tenant)subcontractor, but in no event greater than one (1)materialman, laborer, architect, engineer, attorney or other person or entity, a third party beneficiary. A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with With respect to the prior monthLandlord’s requisitionConstruction Loan, (a) Tenant shall begin requisitioning the Landlord’s Construction Loan no later than eighteen (18) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, and such other documentation as Landlord or any Mortgagee may reasonably request(b) showing in reasonable detail upon the costs occurrence of the item date which is twenty-four (24) months after the date on which Tenant commences paying Base Rent for an applicable Phase in question or of the improvements installed to date in the Premisesaccordance with Exhibit D, accompanied by reasonable evidence (including certifications executed by Tenant or Xxxxxx’s architect, subject to the architect’s standard of care) that the any amount of the requisition in question does Landlord’s Construction Loan applicable to such Phase which has not exceed the cost of the items, services and work covered been previously requisitioned by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers retained by Landlord and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord Tenant shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlyfurther right or claim thereto.

Requisitions. Subject The Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance, as the case may be, shall be payable by Landlord to Section 3.4(cTenant (or, at Landlord’s option, directly to Tenant’s contractor) belowupon written requisition to Landlord. Prior to payment of any such installment Tenant shall deliver to Landlord a written request, which request shall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by: (i) in the case of any payments to be made to Tenant, and not as a direct payment to the contractor, copies of paid invoices from Tenant’s contractor, and partial lien waivers or final lien waivers (in the case of a final installment) with respect to all invoices to be paid from such requisition, (ii) in the case of any payments to be made as a direct payment to the contractor, invoices with respect to the work for which payment is requested, and partial lien waivers with respect to such work (or final lien waivers in the case of a final installment) conditioned only upon payment of such invoices; (iii) a certificate signed by the Tenant’s architect certifying that the work represented by the aforementioned invoices has been completed substantially in accordance with the plans previously approved by Landlord which may be on AIA form G702; (iv) when the work is substantially complete, a certificate of substantial completion signed by Tenant’s architect which may be on AIA form G704, and, if applicable, as-built plans for Tenant’s Expansion Premises A Work or Tenant’s Expansion Premises B Work, as the case may be, prepared by Tenant’s architect (in the case of a final installment); and (v) all other commercially reasonable information and materials reasonably requested by Landlord. Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord installment within thirty (30) days of submission thereof receiving the request for such disbursement together with the materials enumerated in the previous sentence and satisfying the requirements thereof. Each installment by Landlord will be in the amount of Landlord’s pro-rata share based on the ratio of (A) the sum of the Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance being allocated to by Tenant to Landlord until the entirety of LandlordTenant’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, Expansion Premises Work included in the numerator of which is Xxxxxxxx’s Contribution relevant construction and the denominator of which is design contract to (B) the total price for all cost of the Tenant’s Expansion Premises Work for included in the Premises (relevant construction and design contract, as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, documentation delivered to Landlord with the requisition first submitted by TenantTenant for such Work (subject to all conditions and limitations set forth in this Amendment), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect less a retainage equal to the prior month’s requisition, greater of the retainage set forth in the construction and such other documentation as Landlord design contract or any Mortgagee may reasonably requestfive percent (5%) showing in reasonable detail of amount due under the construction contract. Tenant shall be entirely responsible for the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or XxxxxxTenant’s architect, subject Expansion Premises Work except to the architect’s standard extent required to be paid by Landlord in accordance with the terms of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisitionthis Amendment. Notwithstanding the foregoing, Tenant In no event shall not Landlord be required to deliver Lien Waivers at pay more than the time of Expansion Premises A Tenant Improvement Allowance and the first requisition, but shall deliver Expansion Premises B Tenant Improvement Allowance as provided in this Amendment or to pay either the Lien Waivers and evidence of payment of Expansion Premises A Tenant Improvement Allowance or the first requisition Expansion Premises B Tenant Improvement Allowance except as provided in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlythis Amendment.

Requisitions. Subject to Section 3.4(c) below, Landlord Advances shall pay Landlord’s Proportion (hereinafter defined) be made not more frequently than monthly on requisitions in the form approved by the Lender signed by Davix X. Xxxxxx xx Robexx X. Xxxxxxx xx behalf of the Borrower and approved by the Corporate Guarantor and by or on behalf of the Lender, showing the percentage of completion and setting forth in trade breakdown form and in such detail as may be required by the Lender the amounts expended and/or costs incurred for work done and necessary materials incorporated in the Improvements. The requisition shall also show the percentage of completion of each line item on the Borrower's cost shown on breakdown approved by the Lender. The Borrower shall submit with each requisition (hereinafter defined) submitted by Tenant a statement that the work completed to Landlord within thirty (30) days the date of submission thereof by Tenant to Landlord until the entirety such requisition is of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is Xxxxxxxx’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord quality consistent with the requisition first submitted by Tenant)Plans and Specifications. In addition, but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or Xxxxxx’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of each request by the first requisition, but shall deliver the Lien Waivers and evidence Borrower for an advance of payment a portion of the first requisition Loan proceeds with respect to indirect costs related to the Loan or the Improvements, the Borrower shall furnish to the Lender such additional information (such as paid receipts, invoices, statements of accounts, etc.) as the Lender may reasonably require to assure that amounts requisitioned are to be used to reimburse the Borrower for costs previously paid by the Borrower or to pay costs incurred by the Borrower which are due and owing. Advances for direct construction costs (other than the last advance and for any contracts for less than $50,000 or for the steel) shall be not more than ninety five percent (95%) of the amount requisitioned. The final holdback of the direct costs of construction will be retained until each of the conditions precedent to the final advance of the Loan proceeds set forth in full within Section 2.06 hereof shall have been satisfied to the complete satisfaction of the Lender; provided, however, that the holdback on any subcontractor, laborer or materialman who has completed his work or services; whose work or services has been accepted and approved by the Lender; and who has delivered to the Lender a final waiver of liens, may be requisitioned by the Borrower and disbursed at the discretion of the Lender. All advances for indirect expenses related to the Loan or the Improvements and made in accordance with the Budget or otherwise approved by the Lender and the Corporate Guarantor, or for contracts for less than $50,000, or for the steel, shall, be in an amount equal to one hundred percent (100%) of the sum requisitioned. The Lender shall have a period of five (5) days following payment of Landlord’s Contribution with respect Banking Days within which to such first fund each approved requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly.

Requisitions. Subject In the event that the Cost Proposal is greater than the TI Allowance, then Tenant shall promptly pay the Excess Costs as provided in Section 4(E) above. The ratio that the TI Allowance bears to Section 3.4(cthe Cost Proposal shall be hereinafter called the “TI Percentage”. The TI Percentage shall not be less than one hundred percent (100%) belowon the First Amendment Commencement Date. Prior to each requisition (as hereinafter defined), Tenant shall submit a certification from the Architect to Landlord stating (i) the cost of the Tenant Improvement Work that has been completed and for which payment is being requested, and (ii) the Architect’s then-current estimate of the total cost of the remaining portion of the Tenant Improvement Work (other than soft costs, which soft costs will be certified by Tenant) (a “Revised Cost Proposal”). Notwithstanding anything to the contrary contained herein, in the event that the ratio that the balance of the unfunded TI Allowance bears to the Revised Cost Proposal (the “Progress Ratio”) is smaller than the TI Percentage, then Landlord shall not be obligated to make any disbursements until the Tenant’s Architect certifies that the Progress Ratio is equal to or greater than the TI Percentage. Provided that the Progress Ratio is equal to or greater than the TI Percentage, Landlord shall make payments to Tenant or Tenant’s General Contractor in a prompt and timely manner, based on appropriate invoices and documentation from Tenant’s General Contractor and Architect during the progress of the Tenant Improvement Work. If the Progress Ratio is less than the TI Percentage, Landlord shall make no payments to Tenant or Tenant’s General Contractor during the progress of the Tenant Improvement Work until Tenant first pays any Excess Costs, after Tenant pays such Excess Costs, Landlord shall pay Landlord’s Proportion (hereinafter defined) its portion of the cost shown current amount due based upon the Progress Ratio for the amount of the Tenant Improvement Work that has been completed (as certified by Tenant’s Architect), (e.g., if the Architect certifies that $100,000.00 worth of Tenant’s Work has been completed and the Progress Ratio is 55%, Landlord shall disburse $55,000.00, with Tenant paying the remaining $45,000.00. Payments on each requisition (hereinafter defined) submitted account of the Tenant Improvement Work shall be made by Tenant to Landlord Tenant, within thirty (30) days of submission thereof receipt of invoice therefor by the General Contractor. Tenant to Landlord until shall pay its pro rata share and 100% of any Change Order Costs or other Excess Costs over and above the entirety amount of Landlord’s Contribution has been exhaustedthe TI Allowance on account of the Tenant Improvement Work. “Landlord’s Proportion” shall be For the purposes hereof, a fraction, the numerator of which is Xxxxxxxx’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractorsinvoices, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien (in statutory formhand, as specified for all past payments and, for all current payments, prospective, to be delivered in M.G.L. Chapter 254, Section 32 exchange for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisitionpayments), and such other documentation as Landlord or any Mortgagee Landlord’s mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, question. Each requisition shall be accompanied by reasonable evidence (including certifications executed by Tenant or Xxxxxx’s architect, subject reasonably satisfactory to the architect’s standard of care) Landlord that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding requisition have been fully paid by Tenant or, to the foregoingextent such items are paid by Landlord directly to the contractor, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution that lien waivers with respect to such first requisitionpayments have in fact been received. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly.