Common use of Requisitions Clause in Contracts

Requisitions. Promptly after Landlord approves Tenant’s plans for the Initial Installations for a particular Phase of the Leased Premises, Tenant shall deliver to Landlord a project budget which will include a Guaranteed Maximum Price contract (“GMP”) for 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 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 progress payments shall be limited to the amount equal to the costs and expenses billed by Tenant during the immediately preceding month or such longer period covered by such requisition (as certified by an authorized representative of Tenant) by Tenant’s consultants, contractors, subcontractors and material suppliers, or other parties entitled to 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 by Tenant to Landlord of Tenant’s 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 Initial Installations by Governmental Authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial Installations, and (C) issuance of final lien waivers by all 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 any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or other person or entity, a third party beneficiary. With respect to the Landlord’s Construction 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 (b) upon the occurrence of the date which is twenty-four (24) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, any amount of the Landlord’s Construction Loan applicable to such Phase which has not been previously requisitioned by Tenant shall be retained by Landlord and Tenant shall have no further right or claim thereto.

Requisitions. Promptly after Landlord approves Tenant’s plans The Construction Work shall be funded by the Initial Capital Contributions of the Members and the Construction Advances. In that connection, as and when required for the performance of the Construction Work, but not more frequently than monthly, the Developer Member shall prepare and submit to the Preferred Member a request for an Initial Installations Capital Contribution and/or a request for a particular Phase Construction Advance under the Loan Documents, if applicable (each, a “Requisition”) which shall: 1. set forth the amounts and purposes for which the amount requested (the “Requisition Amount”) is to be utilized, 2. set forth a certification from the Developer Member that all sums included in the Requisition Amount are due and payable for work and/or services performed and that such amount is to be utilized solely to pay Construction Expenditures in compliance with the Development Budget (taking into account the flexibility provided to the Managers to deviate from the Development Budget to the extent herein expressly permitted), 3. contain a reconciliation with the Development Budget in form reasonably satisfactory to the Preferred Member showing all amounts spent on Construction Expenditures through the date of the Leased PremisesRequisition, 4. set forth a certification from the Developer Member that no Developer Member Event of Default exists, Tenant and 5. contain such other information as may be reasonably requested by the Preferred Member. The Preferred Member shall deliver have the right to Landlord approve each Requisition in its reasonable discretion (and, without limitation, each Requisition shall be approved by the Preferred Member before the same is submitted to the Lender, if applicable), and the Preferred Member shall use commercially reasonable efforts to approve or disapprove a project budget which will include Requisition (or request additional information regarding such Requisition) within three (3) business days after its receipt of the same. Upon the approval of a Guaranteed Maximum Price contract Requisition by the Preferred Member and the Lender, if applicable, the Requisition Amount shall be funded or transferred by the Preferred Member and from a Construction Advance, if applicable, into a separate Company bank account (the “GMPPayment Account”) ), and the Developer Member shall withdraw funds from such Payment Account to pay Construction Expenditures in accordance with such Requisition and the other provisions of this Agreement. Except for the general contractor performing first Requisition, concurrently with the Initial Installations. Tenant hereby agrees that Landlord delivery of each Requisition to the Preferred Member, the Developer Member shall provide to the Preferred Member (or cause the property manager to provide to the Preferred Member) a statement (a “Reconciliation Statement”), which shall: (i) detail how the prior month’s Requisition Amount was utilized, (ii) reconcile such usage with the prior Requisition, and (iii) set forth an explanation of any material variances (which provision, however, shall not be required to reimburse Tenant for any amount construed as a waiver of the Landlord’s Construction Loan or Landlord’s Additional Construction Loan for an applicable Phase until such time requirement that Tenant has expended all amounts required to complete each Requisition Amount shall be utilized in conformity with the applicable Initial Installations other than Requisition). The Reconciliation Statement shall be certified as accurate by an officer of the Landlord’s Construction Loan and Landlord’s Additional Construction LoanDeveloper Member. At such time that Tenant If any portion of the prior Requisition Amount has not yet been 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 Reconciliation Statement, the Reconciliation Statement shall so state and Landlord’s Additional Construction Loan, if applicable, this Lease is in full force and effectprovide an explanation therefor, and (ii) no Event of Default then exists, Landlord the Requisition accompanying the Reconciliation Statement shall make progress payments on take into account of such unused prior Requisition Amount. If the same to Tenant on a monthly or, if requested by Tenant, a less frequent basis. Each of Landlord’s progress payments shall be limited to Developer Member withdraws funds from the amount equal to the costs and expenses billed by Tenant during the immediately preceding month or such longer period covered by such requisition (as certified by an authorized representative of Tenant) by Tenant’s consultants, contractors, subcontractors and material suppliers, or other parties entitled to 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 Payment Account except in accordance with Plans a Requisition approved by Landlordthe Preferred Member, or fails to use any amounts so withdrawn in conformity with the applicable Requisition (excluding from the foregoing, however, any cost savings or immaterial variations), then, without limitation on the Preferred Member’s and the Company’s other rights and remedies, the Preferred Member may thereafter require that all checks or other withdrawals on the Payment Account must be counter-signed by a designated representative of the Preferred Member, 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 by Tenant to Landlord of Tenant’s 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 Initial Installations by Governmental Authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial Installations, and (C) issuance of final lien waivers by all contractors, subcontractors, material suppliers, and design professionals covering all of the Initial Installations. Nothing procedure set forth in this Section 2.3 4.2(e) pertaining to funding the Requisition Amount into the Payment Account may, at the option of the Preferred Member, be discontinued (in which event, thereafter all checks for Construction Expenditures shall be deemed to make any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or other person or entity, a third party beneficiary. With respect to signed by the Landlord’s Construction 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 (b) upon the occurrence of the date which is twenty-four (24) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, any amount of the Landlord’s Construction Loan applicable to such Phase which has not been previously requisitioned by Tenant shall be retained by Landlord and Tenant shall have no further right or claim theretoPreferred Member).

Requisitions. Promptly after The Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance, as the case may be, shall be payable by Landlord approves to Tenant (or, at Landlord’s option, directly to Tenant’s plans for the Initial Installations for a particular Phase contractor) upon written requisition to Landlord. Prior to payment of the Leased Premises, any such installment Tenant shall deliver to Landlord a project budget written request, which will include 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 Guaranteed Maximum Price contract direct payment to the contractor, copies of paid invoices from Tenant’s contractor, and partial lien waivers or final lien waivers (“GMP”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 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 which payment is requested, 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 partial lien waivers with respect to such budget and GMP and evidence work (or final lien waivers in the case 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 a final installment) conditioned only upon payment of such invoices; (iii) a certificate signed by the LandlordTenant’s Construction Loan and Landlordarchitect 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 Additional Construction Loanarchitect which may be on AIA form G704, and, if applicable, this Lease is in full force and effectas-built plans for Tenant’s Expansion Premises A Work or Tenant’s Expansion Premises B Work, and (ii) no Event of Default then existsas the case may be, Landlord shall 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 progress payments shall be limited to the amount equal to the costs and expenses billed by Tenant during the immediately preceding month or such longer period covered by such requisition (as certified by an authorized representative of Tenant) prepared by Tenant’s consultants, contractors, subcontractors architect (in the case of a final installment); and material suppliers, or (v) all other parties entitled to payment for costs described above (excluding any amounts which have been subject to previous disbursements pursuant to the foregoing)commercially reasonable information and materials reasonably requested by Landlord. Such progress payments Landlord shall be made pay each installment within thirty (30) days next following of receiving the delivery 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 the Tenant’s Expansion Premises Work included in the relevant construction and design contract to (B) the total cost of the Tenant’s Expansion Premises Work included in the relevant construction and design contract, as evidenced by reasonably detailed documentation delivered to Landlord with the requisition first submitted by Tenant for such Work (subject to all conditions and limitations set forth in this Amendment), less a retainage equal to the greater of the completed requisitionretainage set forth in the construction and design contract or five percent (5%) of amount due under the construction contract. Each requisition Tenant shall be executed by an authorized representative entirely responsible for the costs of Tenant, and shall ’s Expansion Premises Work except to the extent required to 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, the terms of this Amendment. In no event shall Landlord be required to pay more than the Expansion Premises A Tenant Improvement Allowance and (iii) such other documents and information the Expansion Premises B Tenant Improvement Allowance as Landlord may reasonably request consistent with the requirements of landlords of similar properties. Landlord shall make the final advance of the upon submission by Tenant to Landlord of Tenant’s 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 Initial Installations by Governmental Authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial Installations, and (C) issuance of final lien waivers by all contractors, subcontractors, material suppliers, and design professionals covering all of the Initial Installations. Nothing provided in this Section 2.3 shall be deemed Amendment or to make any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney pay either the Expansion Premises A Tenant Improvement Allowance or other person or entity, a third party beneficiary. With respect to the Landlord’s Construction Loan, (a) Expansion Premises B 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 Improvement Allowance except as provided in accordance with Exhibit D, and (b) upon the occurrence of the date which is twenty-four (24) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, any amount of the Landlord’s Construction Loan applicable to such Phase which has not been previously requisitioned by Tenant shall be retained by Landlord and Tenant shall have no further right or claim theretothis Amendment.

Requisitions. Promptly after Landlord approves TenantTitle to the Property will be examined by Xxxxxxxxx, at Purchaser’s plans for expense. Purchaser will be allowed until 6:00 p.m. (Toronto time) on the Initial Installations for a particular Phase date that is fifteen (15) days following the Effective Date (the “Requisition Date”) to investigate title to the Property, and to conduct its off-title searches with respect thereto. If prior to the expiry of the Leased PremisesRequisition Date, Tenant shall deliver Purchaser furnishes Seller: (i) with any valid objections to Landlord a project budget which will include a Guaranteed Maximum Price contract (“GMP”) for title to the general contractor performing the Initial Installations. Tenant hereby agrees Property relating solely to encumbrances that Landlord shall are not be required to reimburse Tenant for any amount of the Landlord’s Construction Loan Permitted Encumbrances; 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 existswith any objections in connection with its off-title searches revealing material matters that are not Permitted Encumbrances (collectively, Landlord shall make progress payments on account 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 same Purchaser, in its sole and absolute discretion, be terminated, by notice in writing to Tenant on a monthly orSeller, if requested by Tenantand upon such termination, a less frequent basis. Each of Landlord’s progress payments the Downpayment shall be limited 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 ten (10) days of receipt thereof from Purchaser provided, however, that if Seller cannot remedy the subject matter of such requisition on or before the Closing Date, but Seller is of the view, in 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 (90) days, upon written notice to Purchaser to be delivered on or prior to the amount equal date that is five (5) Business Days prior to the costs and expenses billed by Tenant during the immediately preceding month or such longer period covered by such requisition (as certified by an authorized representative of Tenant) by Tenant’s consultants, contractors, subcontractors and material suppliers, or other parties entitled to 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 TenantClosing Date, 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 remedy the subject matter of previous progress payments such requisition on or before such extended Closing Date. Save and except as to any Requisitions made by Landlord and Tenantthe Requisition Date, (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 by Tenant to Landlord of Tenant’s 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 Initial Installations by Governmental Authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial Installations, and (C) issuance of final lien waivers by all contractors, subcontractors, material suppliers, and design professionals covering all of the Initial Installations. Nothing in this Section 2.3 Purchaser shall be deemed to have irrevocably waived its right to raise any objection to, or to have or make any third partyclaim regarding, including any contractordefect, subcontractormatter or issue in respect of the Property or any other aspect thereof of any nature whatsoever, materialman, laborer, architect, engineer, attorney unless: (i) the foregoing first arose or other person or entity, a third party beneficiary. With respect to the Landlord’s Construction Loan, (a) Tenant shall begin requisitioning the Landlord’s Construction Loan no later than eighteen (18) months was created after the date on expiry of the Requisition Date (in which Tenant commences paying Base Rent for an applicable Phase event, the provisions set out in the preceding sentence shall apply, mutatis mutandis), whether as a result of a Seller’s breach of this Agreement or otherwise; or (ii) the foregoing is subject to adjustment in accordance with Exhibit DArticle 4 of this Agreement, and (b) upon then, in each case, only to the occurrence of the date which is twenty-four (24) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, any amount of the Landlord’s Construction Loan applicable extent otherwise permitted pursuant to such Phase which has not been previously requisitioned by Tenant shall be retained by Landlord and Tenant shall have no further right or claim theretothis Agreement.

Requisitions. Promptly after The TI Allowance shall be payable by Landlord approves to Tenant in installments, as provided below, according to reasonable construction disbursement procedures and as Tenant’s plans for the Initial Installations for a particular Phase 11th Floor Premises Work progresses. In any case, prior to payment of the Leased Premisesany such installment, Tenant shall deliver to Landlord a project budget which will include a Guaranteed Maximum Price contract written requisition (“GMPRequisition”) for 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 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 progress payments Requisition shall be limited to the amount equal to the costs and expenses billed by Tenant during the immediately preceding month or such longer period covered by such requisition (as certified by an authorized representative of Tenant) by Tenant’s consultants, contractors, subcontractors and material suppliers, or other parties entitled to 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 given no more frequently than once every thirty (30) days next following the delivery to Landlord of the completed requisition. Each requisition and which shall be executed include, without limitation, (1) invoices from Tenant’s contractors, approved by an authorized representative of Tenant, and shall be such other documentation as Landlord may reasonably request, showing in reasonable detail the cost of the items in question or improvements installed in the 11th Floor Premises for which reimbursement is requested, accompanied by certifications from Tenant’s contractors that the amount of the Requisition in question is true and correct and does not exceed the cost of the items or improvements covered by such Requisition; (i2) copies of conditional partial lien waivers or conditional final lien waivers (in the case 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 from all contractors, subcontractors, material suppliers, and waivers will be provided to Landlord when Tenant’s contractors have been 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, in full); (ii3) a certification from Tenant’s architect that the work for which the requisition is being made Tenant’s 11th Floor Premises Work has been performed substantially completed in accordance with Plans approved by Landlord, 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 (iii5) such other documents and information as Landlord may reasonably request consistent 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 requirements case of landlords of similar properties. Landlord shall make a final installment); or (6) with respect to the final advance of the upon submission by Tenant to Landlord “soft costs” of Tenant’s requisition therefor accompanied by all documentation 11th Floor Premises Work (as further described below), Tenant shall only be required under to provide invoices showing in reasonable detail the foregoing provisions, together with (A) proof cost of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Initial Installations by Governmental Authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial Installations, and (C) issuance of final lien waivers by all contractors, subcontractors, material suppliers, and design professionals covering all of the Initial Installations. Nothing items in this Section 2.3 shall be deemed to make any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or other person or entity, a third party beneficiary. With respect to the Landlord’s Construction 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 (b) upon the occurrence of the date which is twenty-four (24) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, any amount of the Landlord’s Construction Loan applicable to such Phase which has not been previously requisitioned by Tenant shall be retained by Landlord and Tenant shall have no further right or claim theretoquestion.

Requisitions. Promptly after Landlord approves Tenant’s plans for the Initial Installations for a particular Phase shall pay Landlord's Proportion (hereinafter defined) of the Leased Premises, cost shown on each requisition (hereinafter defined) submitted by Tenant shall deliver to Landlord a project budget which will include a Guaranteed Maximum Price contract (“GMP”) for 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 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 progress payments shall be limited to the amount equal to the costs and expenses billed by Tenant during the immediately preceding month or such longer period covered by such requisition (as certified by an authorized representative of Tenant) by Tenant’s consultants, contractors, subcontractors and material suppliers, or other parties entitled to 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 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 Landlord's Contribution and the denominator of which is the total contract price for the applicable portion of Tenant's Work. A "REQUISITION" shall mean written documentation (including, without limitation, invoices from Tenant's contractors, vendors, service providers and consultants (collectively, "CONTRACTORS") and partial lien waivers and subordinations of lien, as specified in M.G.L. Chapter 254, Section 32 ("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 completed item in question or of the improvements installed to date in the Premises, accompanied by certifications from Tenant 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 executed by an authorized representative of Tenant, and shall be accompanied by (i) copies of conditional waivers of lien from all contractorsevidence reasonably satisfactory to Landlord, subcontractorsincluding without limitation Lien Waivers, material suppliersthat items, services and work covered by the prior requisition have been fully paid design professionals performing work, providing materials or performing services for each such contractor, subcontractor, supplier by Tenant 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 has been performed. Notwithstanding the foregoing, with respect to the first requisition for which Landlord's Contribution, Tenant shall not be required to deliver Lien Waivers at the time of the requisition, but shall deliver the Lien TOLERRX LEASE / BUILDING 300 / EXECUTION VERSION -11- Waivers and evidence of payment of the requisition is being made has been performed substantially in accordance full within five (5) days following payment of Landlord's Contribution with Plans approved by Landlord, and (iii) respect to such other documents and information as Landlord may reasonably request consistent with the requirements of landlords of similar propertiesfirst requisition. Landlord shall make have the final right, upon reasonable advance of notice to Tenant, to inspect Tenant's books and records relating to each requisition in order to verify the upon submission by Tenant to Landlord of Tenant’s 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 Initial Installations by Governmental Authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial Installations, and (C) issuance of final lien waivers by all contractors, subcontractors, material suppliers, and design professionals covering all of the Initial Installationsamount thereof. Nothing in this Section 2.3 shall be deemed to make any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or other person or entity, a third party beneficiary. With respect to the Landlord’s Construction Loan, (a) Tenant shall begin requisitioning the Landlord’s Construction Loan submit requisition(s) no later more often than eighteen (18) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, and (b) upon the occurrence of the date which is twenty-four (24) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, any amount of the Landlord’s Construction Loan applicable to such Phase which has not been previously requisitioned by Tenant shall be retained by Landlord and Tenant shall have no further right or claim theretomonthly.

Requisitions. Promptly after Landlord approves Tenant’s plans for In the Initial Installations for a particular Phase of event that the Leased PremisesCost 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 the Cost Proposal shall be hereinafter called the “TI Percentage”. The TI Percentage shall not be less than one hundred percent (100%) on the First Amendment Commencement Date. Prior to each requisition (as hereinafter defined), Tenant shall deliver submit a certification from the Architect to Landlord a project budget which will include a Guaranteed Maximum Price contract stating (“GMP”i) for the general contractor performing the Initial Installations. Tenant hereby agrees that Landlord shall not be required to reimburse Tenant for any amount cost of the Landlord’s Construction Loan or Landlord’s Additional Construction Loan Tenant Improvement Work that has been completed and 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 which 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 effectbeing requested, and (ii) no Event the Architect’s then-current estimate of Default 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 existsLandlord 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 its portion of the 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 account of the same to Tenant on a monthly or, if requested Improvement Work shall be made by Tenant, a less frequent basis. Each of Landlord’s progress payments shall be limited to the amount equal to the costs and expenses billed by Tenant during the immediately preceding month or such longer period covered by such requisition (as certified by an authorized representative of Tenant) by Tenant’s consultants, contractors, subcontractors and material suppliers, or other parties entitled to 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 of receipt of invoice therefor by the delivery to Landlord General Contractor. Tenant shall pay its pro rata share and 100% of any Change Order Costs or other Excess Costs over and above the amount of the completed TI Allowance on account of the Tenant Improvement Work. For the purposes hereof, a “requisition” shall mean written documentation (including, without limitation, invoices, lien waivers (in hand, for all past payments and, for all current payments, prospective, to be delivered in exchange for the payments), and such other documentation as Landlord or Landlord’s mortgagee may reasonably request) showing in reasonable detail the costs of the item in question. 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 contractorsevidence reasonably satisfactory to Landlord that items, subcontractorsservices and work covered by such requisition have been fully paid by Tenant or, material suppliers, and to the extent such items are paid design professionals performing work, providing materials or performing services for each such by Landlord directly to the contractor, subcontractor, supplier and professional covering all work, materials and services which were the subject of previous progress that lien waivers with respect to such payments by Landlord and Tenant, (ii) a certification from Tenant’s architect that the work for which the requisition is being made has have in fact 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 propertiesreceived. Landlord shall make have the final right, upon reasonable advance of the upon submission by Tenant notice to Landlord of Tenant, to inspect Tenant’s books and records relating to each requisition therefor accompanied by all documentation required under in order to verify 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 Initial Installations by Governmental Authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial Installations, and (C) issuance of final lien waivers by all contractors, subcontractors, material suppliers, and design professionals covering all of the Initial Installationsamount thereof. Nothing in this Section 2.3 shall be deemed to make any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or other person or entity, a third party beneficiary. With respect to the Landlord’s Construction Loan, (a) Tenant shall begin requisitioning the Landlord’s Construction Loan submit requisition(s) no later more often than eighteen (18) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, and (b) upon the occurrence of the date which is twenty-four (24) months after the date on which Tenant commences paying Base Rent for an applicable Phase in accordance with Exhibit D, any amount of the Landlord’s Construction Loan applicable to such Phase which has not been previously requisitioned by Tenant shall be retained by Landlord and Tenant shall have no further right or claim theretomonthly.