Common use of Tenant Improvement Allowances Clause in Contracts

Tenant Improvement Allowances. (1) Loans shall be made to Borrower in connection with Tenant Improvement Allowances as the same shall be payable pursuant to Approved Leases. (2) The first request for disbursement for any Tenant Improvement Allowance shall be accompanied by the following, all of which shall be subject to the reasonable approval of the Administrative Agent to the extent Borrower has any outstanding approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with the terms of its lease; and (c) all matters set forth in subsection (3) below. (3) The Administrative Agent’s obligation to make disbursements of any Loans for Tenant Improvement Allowances shall be subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under the applicable Approved Lease; and (d) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement. (4) The obligation of the Lenders to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - Part A, paragraph 11; (b) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance of the applicable Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Lease; and (c) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement.

Tenant Improvement Allowances. (1) Loans If during the Investigation Period, and prior to the time the Purchaser has delivered its Notice To Proceed, the Seller has negotiated and, with the written consent of the Purchaser as to the terms and conditions thereof, entered into and executed a Tenant Lease for any part of the Property, and the Seller, as landlord, shall be made required under the terms and conditions of such lease to Borrower provide a tenant improvement allowance (“Tenant Improvement Allowance”) to improve and prepare the leased premises for the tenant’s use and occupancy thereof, then to the extent Seller is obligated to pay, and in fact has paid, the Tenant Improvement Allowance (to either the tenant under the lease or to any third parties performing the work) in connection with such Tenant Lease prior to the Closing, the Seller shall be entitled to a credit, at the Closing, equal to the Tenant Improvement Allowances Allowance paid by the Seller. To the extent the Seller is obligated to pay, but as of the same Closing has not yet paid, the Tenant Improvement Allowance, at the Closing the Seller shall be payable pursuant assign to Approved Leases. the Purchaser all applicable contracts and invoices for such work to the Purchaser (2assuming the Tenant Improvement Allowance is not paid directly to the tenant) The first request for disbursement for and Purchaser shall assume the obligation to pay such contracts and invoices. Any partial payments made by the Seller towards any Tenant Improvement Allowance due shall be accompanied accounted for at the Closing in a manner consistent with the terms and conditions of this paragraph. All contractors, subcontractors and material suppliers engaged by the followingSeller to improve and prepare any portion of the leased premises for the tenant’s use and occupancy, all of which and their respective contracts, shall be subject to the reasonable approval prior written consent of the Administrative Agent to the extent Borrower has any outstanding approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to Purchaser, which consent may be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth withheld in the applicable Approved Lease for BorrowerPurchaser’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms sole and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with the terms of its lease; and (c) all matters set forth in subsection (3) belowabsolute discretion. (3) The Administrative Agent’s obligation to make disbursements of any Loans for Tenant Improvement Allowances shall be subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under the applicable Approved Lease; and (d) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement. (4) The obligation of the Lenders to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - Part A, paragraph 11; (b) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance of the applicable Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Lease; and (c) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement.

Tenant Improvement Allowances. Xxxxxx previously exhausted the prior "Tenant Improvement Allowance" under the Lease. Subject to compliance with all terms and conditions of this Lease, Lessor shall provide Lessee with three (13) Loans shall be made to Borrower in connection with separate Tenant Improvement Allowances as the same shall be payable pursuant to Approved Leases. follows: (2i) The first request for disbursement for any One Hundred Thousand Dollars ($100,000.00) between July 1, 2023 and July 1, 2024; (ii) One Hundred Fifty Thousand Dollars ($150,000.00) between December 15, 2023 through December 15, 2024; and (iii) Two Hundred Fifty Thousand Dollars ($250,000.00) between December 15, 2024 and December 15, 2025 ("Tenant Improvement Allowance"). Xxxxxx agrees there is only a Total Tenant Improvement Allowance shall in the amounts set forth above and such Total Tenant Improvement Allowance may be accompanied utilized by the following, Tenant between all Leased Premises. For Lessor to be responsible for reimbursement of which shall be subject to the reasonable approval ahy of the Administrative Agent three (3) Tenant Improvement Allowances: (i) the Tenant shall submit to the extent Borrower has Lessor all final and paid receipts, lien releases, proof of payment, itemized proposals, contracts and any outstanding approval rights other reasonably required paperwork ("Paperwork") with respect thereto pursuant written notice to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time Lessor requesting reimbursement for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with the terms of its lease; and installment and (cii) all matters set forth in subsection (3) below. (3) The Administrative Agent’s obligation to make disbursements of any Loans for Tenant Improvement Allowances shall be subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under the applicable Approved Lease; and (d) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement. (4) The obligation of the Lenders to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - Part A, paragraph 11; (b) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance of the applicable Tenant Improvement Allowance which Borrower is entitled must be utilized by Lessee prior to receive in accordance with submission of paperwork and the submission of Paperwork required by Lessor shall be submitted to Lessor within the applicable Lease; and time period set forth above, otherwise any remaining amount of the Tenant Improvement Allowance of the applicable time period shall be waived by Lessee. Lessor will reimburse Lessee within thirty (c30) Borrower days of Xxxxxx's receipt of the request and Paperwork the portion of the Tenant Improvement Allowance supported thereby, not to exceed the applicable Tenant Improvement Allowance installment. There shall be no right by Lessee to carry over any remaining amount of the Tenant Improvement Allowance from one period to the next period set forth above. Lessor shall have complied no duty or obligation to fund any Tenant Improvement Allowance if Lessee is monetary or material nonmonetary default of the Lease or Other Leased Premises (defined below) at the time of submission of the request for reimbursement. Lessee warrants, represents and agrees that the Tenant Improvement Allowances set forth above shall only be used for the costs related to actual physical improvements to, and as approved by Lessor or as recommended or required by Applicable Requirements to only the Premises or to 000 Xxxxxxxxx Xxxxxxx, Xxxxxx 40-60, 000 Xxxxxxxxx Xxxxxxx, Xxxxx 40 and/or 000 Xxxxxxxxx Xxxxxxx, Xxxxxx 00-20 ("Other Leased Premises") all of the foregoing of which Lessee must be occupying under separate leases with Xxxxxx at the time of submission of the Paperwork and request for reimbursement. At any time, should Lessee transfer the Lease or any lease for the Other Leased Premises or should Lessee and Lessor agree to terminate any of the Other Leased Premises or the Lease, then the amount of the Tenant Improvement Allowance remaining shall be reduced pro rata based on the total square footage reduced by the square footage so transferred or terminated by the parties. Lessee shall submit all plans, contractor(s) selection and designs to Lessor for approval, which approval shall not be unreasonably withheld. The Tenant Improvement Allowance shall not be utilized for soft costs, FF&E, data cabling, or any other items considered to be personal property. Lessee shall not commence any tenant improvements covered by the other applicable conditions precedent Tenant Improvement Allowance without Xxxxxx's written consent of the alterations, which consent shall not be unreasonably withheld and provided to a disbursement Lessee within ten (10) days of a Loan contained Xxxxxx's receipt of the notice. Lessee shall provide Lessor with access to the Premises and/or Other Leased Premises, if requested by Lessor to approve the request, within such ten (10) days' time period, otherwise the time for Lessor approval shall be extended day-for-day until Lessor is provided access to the Premises and/or Other Leased Premises, as applicable. The failure to do so notify Lessor shall result in Schedule 4 and Article 4 of this AgreementLessor not being obligated to Lessee to reimburse for such tenant improvement work under the Tenant Improvement Allowance. .

Tenant Improvement Allowances. Xxxxxx previously exhausted the prior "Tenant Improvement Allowance" under the Lease. Subject to compliance with all terms and conditions of this Lease, Lessor shall provide Lessee with three (13) Loans shall be made to Borrower in connection with separate Tenant Improvement Allowances as the same shall be payable pursuant to Approved Leases. follows: (2i) The first request for disbursement for any One Hundred Thousand Dollars ($100,000.00) between July 1, 2023 and July 1, 2024; (ii) One Hundred Fifty Thousand Dollars ($150,000.00) between December 15, 2023 through December 15, 2024; and (iii) Two Hundred Fifty Thousand Dollars ($250,000.00) between December 15, 2024 and December 15, 2025 ("Tenant Improvement Allowance"). Xxxxxx agrees there is only a Total Tenant Improvement Allowance shall in the amounts set fo1th above and such Total Tenant Improvement Allowance may be accompanied utilized by the following, Tenant between all Leased Premises. For Lessor to be responsible for reimbursement of which shall be subject to the reasonable approval any of the Administrative Agent three (3) Tenant Improvement Allowances: (i) the Tenant shall submit to the extent Borrower has Lessor all final and paid receipts, lien releases, proof of payment, itemized proposals, contracts and any outstanding approval rights other reasonably required paperwork ("Paperwork") with respect thereto pursuant written notice to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time Lessor requesting reimbursement for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with the terms of its lease; and installment and (cii) all matters set forth in subsection (3) below. (3) The Administrative Agent’s obligation to make disbursements of any Loans for Tenant Improvement Allowances shall be subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under the applicable Approved Lease; and (d) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement. (4) The obligation of the Lenders to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - Part A, paragraph 11; (b) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance of the applicable Tenant Improvement Allowance which Borrower is entitled must be utilized by Lessee prior to receive in accordance with submission of paperwork and the submission of Paperwork required by Lessor shall be submitted to Lessor within the applicable Lease; and time period set forth above, otherwise any remaining amount of the Tenant Improvement Allowance of the applicable time period shall be waived by Lessee. Lessor will reimburse Lessee within thi1ty (c30) Borrower days of Xxxxxx's receipt of the request and Paperwork the portion of the Tenant Improvement Allowance supported thereby, not to exceed the applicable Tenant Improvement Allowance installment. There shall be no right by Lessee to carry over any remaining amount of the Tenant Improvement Allowance from one period to the next period set forth above. Lessor shall have complied no duty or obligation to fund any Tenant Improvement Allowance if Lessee is monetary or material nonmonetary default of the Lease or Other Leased Premises (defined below) at the time of submission of the request for reimbursement. Lessee warrants, represents and agrees that the Tenant Improvement Allowances set forth above shall only be used for the costs related to actual physical improvements to, and as approved by Lessor or as recommended or required by Applicable Requirements to only the Premises or to 000 Xxxxxxxxx Xxxxxxx, Xxxxxx 40-60, 000 Xxxxxxxxx Xxxxxxx, Xxxxx 40 and/or 000 Xxxxxxxxx Xxxxxxx, Xxxxx 00 ("Other Leased Premises") all of the foregoing of which Lessee must be occupying under separate leases with Lessor at the time of submission of the Paperwork and request for reimbursement. At any time, should Lessee transfer the Lease or any lease for the Other Leased Premises or should Lessee and Lessor agree to terminate any of the Other Leased Premises or the Lease, then the amount of the Tenant Improvement Allowance remaining shall be reduced pro rata based on the total square footage reduced by the square footage so transferred or terminated by the parties. Lessee shall submit all plans, contractor(s) selection and designs to Lessor for approval, which approval shall not be unreasonably withheld. The Tenant Improvement Allowance shall not be utilized for soft costs, FF&E, data cabling, or any other items considered to be personal prope1ty. Lessee shall not commence any tenant improvements covered by the other applicable conditions precedent Tenant Improvement Allowance without Xxxxxx's written consent of the alterations, which consent shall not be unreasonably withheld and provided to a disbursement Lessee within ten (10) days of a Loan contained Xxxxxx's receipt of the notice. Lessee shall provide Lessor with access to the Premises and/or Other Leased Premises, if requested by Lessor to approve the request, within such ten (I 0) days' time period, otherwise the time for Lessor approval shall be extended day-for-day until Lessor is provided access to the Premises and/or Other Leased Premises, as applicable. The failure to do so notify Lessor shall result in Schedule 4 and Article 4 of this AgreementLessor not being obligated to Xxxxxx to reimburse for such tenant improvement work under the Tenant Improvement Allowance.

Tenant Improvement Allowances. Xxxxxx previously exhausted the prior "Tenant Improvement Allowance" under the Lease. Subject to compliance with all terms and conditions of this Lease, Lessor shall provide Lessee with three (13) Loans shall be made to Borrower in connection with separate Tenant Improvement Allowances as the same shall be payable pursuant to Approved Leases. follows: (2i) The first request for disbursement for any One Hundred Thousand Dollars ($100,000.00) between July 1, 2023 and July 1, 2024; (ii) One Hundred Fifty Thousand Dollars ($150,000.00) between December 15, 2023 through December 15, 2024; and (iii) Two Hundred Fifty Thousand Dollars ($250,000.00) between December 15, 2024 and December 15, 2025 ("Tenant Improvement Allowance"). Xxxxxx agrees there is only a Total Tenant Improvement Allowance shall in the amounts set fo1th above and such Total Tenant Improvement Allowance may be accompanied utilized by the following, Tenant between all Leased Premises. For Lessor to be responsible for reimbursement of which shall be subject to the reasonable approval any of the Administrative Agent three (3) Tenant Improvement Allowances: (i) the Tenant shall submit to the extent Borrower has Lessor all final and paid receipts, lien releases, proof of payment, itemized proposals, contracts and any outstanding approval rights other reasonably required paperwork ("Paperwork") with respect thereto pursuant written notice to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time Lessor requesting reimbursement for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with the terms of its lease; and installment and (cii) all matters set forth in subsection (3) below. (3) The Administrative Agent’s obligation to make disbursements of any Loans for Tenant Improvement Allowances shall be subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under the applicable Approved Lease; and (d) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement. (4) The obligation of the Lenders to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - Part A, paragraph 11; (b) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance of the applicable Tenant Improvement Allowance which Borrower is entitled must be utilized by Lessee prior to receive in accordance with submission of paperwork and the submission of Paperwork required by Lessor shall be submitted to Lessor within the applicable Lease; and time period set fmth above, otherwise any remaining amount of the Tenant Improvement Allowance of the applicable time period shall be waived by Xxxxxx. Lessor will reimburse Lessee within thi1ty (c30) Borrower days of Xxxxxx's receipt of the request and Paperwork the portion of the Tenant Improvement Allowance supported thereby, not to exceed the applicable Tenant Improvement Allowance installment. There shall be no right by Lessee to carry over any remaining amount of the Tenant Improvement Allowance from one period to the next period set fo1th above. Lessor shall have complied no duty or obligation to fund any Tenant Improvement Allowance if Lessee is monetary or material nonmonetary default of the Lease or Other Leased Premises (defined below) at the time of submission of the request for reimbursement. Lessee warrants, represents and agrees that the Tenant Improvement Allowances set forth above shall only be used for the costs related to actual physical improvements to, and as approved by Lessor or as recommended or required by Applicable Requirements to only the Premises or to 000 Xxxxxxxxx Xxxxxxx, Xxxxxx 10-30, 000 Xxxxxxxxx Xxxxxxx, Xxxxx 40 and/or 000 Xxxxxxxxx Xxxxxxx, Xxxxx 00 ("Other Leased Premises") all of the foregoing of which Lessee must be occupying under separate leases with Lessor at the time of submission of the Paperwork and request for reimbursement. At any time, should Lessee transfer the Lease or any lease for the Other Leased Premises or should Lessee and Lessor agree to terminate any of the Other Leased Premises or the Lease, then the amount of the Tenant Improvement Allowance remaining shall be reduced pro rata based on the total square footage reduced by the square footage so transferred or terminated by the parties. Lessee shall submit all plans, contractor(s) selection and designs to Lessor for approval, which approval shall not be unreasonably withheld. The Tenant Improvement Allowance shall not be utilized for soft costs, FF&E, data cabling, or any other items considered to be personal property. Lessee shall not commence any tenant improvements covered by the other applicable conditions precedent Tenant Improvement Allowance without Xxxxxx's written consent of the alterations, which consent shall not be unreasonably withheld and provided to a disbursement Lessee within ten (10) days of a Loan contained Xxxxxx's receipt of the notice. Lessee shall provide Lessor with access to the Premises and/or Other Leased Premises, if requested by Lessor to approve the request, within such ten (10) days' time period, otherwise the time for Lessor approval shall be extended day-for-day until Lessor is provided access to the Premises and/or Other Leased Premises, as applicable. The failure to do so notify Lessor shall result in Schedule 4 and Article 4 of this AgreementLessor not being obligated to Xxxxxx to reimburse for such tenant improvement work under the Tenant Improvement Allowance.

Tenant Improvement Allowances. Xxxxxx previously exhausted the prior "Tenant Improvement Allowance" under the Lease. Subject to compliance with all terms and conditions of this Lease, Lessor shall provide Lessee with three (13) Loans shall be made to Borrower in connection with separate Tenant Improvement Allowances as the same shall be payable pursuant to Approved Leases. follows: (2i) The first request for disbursement for any One Hundred Thousand Dollars ($100,000.00) between July 1, 2023 and July 1, 2024; (ii) One Hundred Fifty Thousand Dollars ($150,000.00) between December 15, 2023 through December 15, 2024; and (iii) Two Hundred Fifty Thousand Dollars ($250,000.00) between December 15, 2024 and December 15, 2025 ("Tenant Improvement Allowance"). Xxxxxx agrees there is only a Total Tenant Improvement Allowance shall in the amounts set forth above and such Total Tenant Improvement Allowance may be accompanied utilized by the following, Tenant between all Leased Premises. For Lessor to be responsible for reimbursement of which shall be subject to the reasonable approval any of the Administrative Agent three (3) Tenant Improvement Allowances: (i) the Tenant shall submit to the extent Borrower has Lessor all final and paid receipts, lien releases, proof of payment, itemized proposals, contracts and any outstanding approval rights other reasonably required paperwork ("Paperwork") with respect thereto pursuant written notice to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time Lessor requesting reimbursement for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with the terms of its lease; and installment and (cii) all matters set forth in subsection (3) below. (3) The Administrative Agent’s obligation to make disbursements of any Loans for Tenant Improvement Allowances shall be subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under the applicable Approved Lease; and (d) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement. (4) The obligation of the Lenders to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - Part A, paragraph 11; (b) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance of the applicable Tenant Improvement Allowance which Borrower is entitled must be utilized by Lessee prior to receive in accordance with submission of paperwork and the submission of Paperwork required by Lessor shall be submitted to Lessor within the applicable Lease; and time period set forth above, otherwise any remaining amount of the Tenant Improvement Allowance of the applicable time period shall be waived by Lessee. Lessor will reimburse Lessee within thirty (c30) Borrower days of Xxxxxx's receipt of the request and Paperwork the portion of the Tenant Improvement Allowance suppo1ied thereby, not to exceed the applicable Tenant Improvement Allowance installment. There shall be no right by Lessee to carry over any remaining amount of the Tenant Improvement Allowance from one period to the next period set fotih above. Lessor shall have complied no duty or obligation to fund any Tenant Improvement Allowance if Lessee is monetary or material nonmonetary default of the Lease or Other Leased Premises (defined below) at the time of submission of the request for reimbursement. Lessee warrants, represents and agrees that the Tenant Improvement Allowances set forth above shall only be used for the costs related to actual physical improvements to, and as approved by Lessor or as recommended or required by Applicable Requirements to only the Premises or to 000 Xxxxxxxxx Xxxxxxx, Xxxxxx 40-60, 000 Xxxxxxxxx Xxxxxxx, Xxxxxx 00-30 and/or 000 Xxxxxxxxx Xxxxxxx, Xxxxx 00 ("Other Leased Premises") all of the foregoing of which Lessee must be occupying under separate leases with Xxxxxx at the time of submission of the Paperwork and request for reimbursement. At any time, should Lessee transfer the Lease or any lease for the Other Leased Premises or should Lessee and Lessor agree to terminate any of the Other Leased Premises or the Lease, then the amount of the Tenant Improvement Allowance remaining shall be reduced pro rata based on the total square footage reduced by the square footage so transferred or terminated by the pa1iies. Lessee shall submit all plans, contractor(s) selection and designs to Lessor for approval, which approval shall not be unreasonably withheld. The Tenant Improvement Allowance shall not be utilized for soft costs, FF&E, data cabling, or any other items considered to be personal property. Lessee shall not commence any tenant improvements covered by the other applicable conditions precedent Tenant Improvement Allowance without Xxxxxx's written consent of the alterations, which consent shall not be unreasonably withheld and provided to a disbursement Lessee within ten (l 0) days of a Loan contained Xxxxxx's receipt of the notice. Lessee shall provide Lessor with access to the Premises and/or Other Leased Premises, if requested by Lessor to approve the request, within such ten (10) days' time period, otherwise the time for Lessor approval shall be extended day-for-day until Lessor is provided access to the Premises and/or Other Leased Premises, as applicable. The failure to do so notify Lessor shall result in Schedule 4 and Article 4 of this AgreementLessor not being obligated to Xxxxxx to reimburse for such tenant improvement work under the Tenant Improvement Allowance.

Tenant Improvement Allowances. Tenant shall bear the costs and expenses of planning and constructing the Tenant Improvements; provided, however, that Landlord shall provide Tenant with an improvement allowance of Thirty and No/100 Dollars (1$30.00) Loans per square foot of Rentable Area of the Building as determined pursuant to Section 1.02 (the "IMPROVEMENT ALLOWANCE"). Any portion of the Improvement Allowance which is not applied to Tenant Improvements construction or design costs shall, subject to finalization by Landlord and Tenant of invoices for all Tenant Improvements work, if Tenant is not then in default beyond applicable grace periods, be paid to Tenant within thirty (30) days of Tenant's written request therefor, or in Tenant's sole discretion, may be applied by Tenant to other costs in connection herewith; provided, however, Tenant agrees to reimburse Landlord for any additional bills that are subsequently received by Landlord within ninety (90) days following Substantial Completion for Tenant Improvements work. Such reimbursement shall be made to Borrower by Tenant within twenty (20) days after receipt of Landlord's written request therefor accompanied by a certified invoice from Landlord accompanied by applicable bills received. Construction costs on Tenant Improvements in connection with Tenant Improvement Allowances as excess of the same shall be payable pursuant to Approved Leases. (2) The first request for disbursement for any Tenant Improvement Allowance shall be accompanied paid for by the following, all of which shall be subject to the reasonable approval of the Administrative Agent to the extent Borrower has any outstanding approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with Section 2.14(c) and Section 3.03. Landlord shall provide Tenant with an accounting (unaudited), certified by an officer of the terms general partner of its lease; and Landlord, together with copies of applicable invoices for the construction costs of the Tenant Improvements within ninety (c90) all matters set forth in subsection (3) below. (3) The Administrative Agent’s obligation to make disbursements days after Substantial Completion of any Loans for Tenant Improvement Allowances shall be subject the Project and each Project Expansion. Notwithstanding anything herein to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval contrary, if performance or disapproval to be made payment bonds are required by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under Tenant Improvements, such bonds shall be at Tenant's expense, and such expense shall be charged against the applicable Approved Lease; andImprovement Allowance. Notwithstanding anything contained herein to the contrary, the following amounts shall not be charged against the Improvement Allowance: (di) Borrower shall have complied with all the other applicable conditions precedent to payment for any work which is a disbursement of a Loan contained in Schedule 4 and Article 4 of this Agreement. (4) The obligation portion of the Lenders Base Building Work, including all soft costs related to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - Part A, paragraph 11same; (bii) Borrower shall have promptly furnished to utility costs expended by Landlord during the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance installation of the applicable Tenant Improvement Allowance which Borrower is entitled to receive in accordance Improvements and any work associated with the applicable Lease; andhazardous substances not introduced by Tenant; (ciii) Borrower shall have complied with all any TI Contractor costs and claimed damages resulting from Landlord Delays; (iv) demolition and removal of non-conforming work installed by the other applicable conditions precedent TI Contractor including but not limited to a disbursement replacement of a Loan contained defective materials and workmanship (unless necessitated by an error or omission of the TI Architect, in Schedule 4 and Article 4 which event the provisions of this Agreement.Section

Tenant Improvement Allowances. (1) Loans shall be made to Borrower in connection with Tenant Improvement Allowances as the same shall be payable pursuant to Approved Leases. (2) The first request for disbursement for any Tenant Improvement Allowance shall be accompanied by the following, all of which shall be subject to the reasonable approval of the Administrative Agent to the extent Borrower has any outstanding (i.e. unexpired) approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with the terms of its lease; and (c) all matters set forth in subsection (3) below. (3) The Administrative Agent’s obligation to make disbursements of any Loans for Tenant Improvement Allowances shall be subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any outstanding (i.e. unexpired) approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive pursuant to and in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive payments related to such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under the applicable Approved Lease; and (d) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this AgreementSection 2.1. (4) The obligation of the Lenders to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time (but in no event less than ten (10) Business Days) to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been substantially completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - – Part A, paragraph 1110; (b) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance of the applicable Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Lease; and (c) Borrower shall have complied with all All of the other applicable conditions precedent to a disbursement of a any Loan contained in Schedule 4 and Article 4 of this AgreementSection 2.1 shall have been satisfied.

Tenant Improvement Allowances. (1) Loans shall be made to Borrower in connection with Tenant Improvement Allowances as the same shall be payable pursuant to Approved Leases. (2) The first request for disbursement for any Tenant Improvement Allowance shall be accompanied by the following, all of which shall be subject to the reasonable approval of the Administrative Agent to the extent Borrower has any outstanding (i.e. unexpired) approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) documentation required to be delivered by the applicable tenant pursuant to its respective Approved Lease; (b) if not already delivered to the Administrative Agent, a fully executed lease (already approved by the Administrative Agent) covering such leased space, which lease shall be on market terms and shall provide that the applicable Tenant Improvement Allowance shall be disbursed by Borrower to the applicable tenant in accordance with the terms of its lease; and (c) all matters set forth in subsection (3) below. (3) The Administrative Agent’s obligation to make disbursements of any Loans for Tenant Improvement Allowances shall be subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent to the extent Borrower has any outstanding (i.e. unexpired) approval rights with respect thereto pursuant to the terms of the applicable Approved Lease (any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time for Borrower to comply with any time limits set forth in the applicable Approved Lease for Borrower’s response): (a) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to such Tenant Improvement Allowance which Borrower is entitled to receive pursuant to and in accordance with the applicable Approved Lease; (b) Loans shall be made for Tenant Improvement Allowances only to the extent the applicable tenant is then entitled to receive payments related to such Tenant Improvement Allowance pursuant to the terms of its applicable Approved Lease; (c) Except for liens which are being contested by Borrower pursuant to Section 9.23, no mechanic’s liens shall have been filed against the Project in connection with the work being performed under the applicable Approved Lease; and (d) Borrower shall have complied with all the other applicable conditions precedent to a disbursement of a Loan contained in Schedule 4 and Article 4 of this AgreementSection 2.1. (4) The obligation of the Lenders to make the final Loan to Borrower for a Tenant Improvement Allowance for any Approved Lease is subject to the further condition precedent that all of the following requirements shall have been completed to the reasonable satisfaction of the Administrative Agent (in the case of clause (b) below, to the extent Borrower has any approval rights with respect thereto pursuant to the terms of the applicable Approved Lease, any such approval or disapproval to be made by the Administrative Agent within a reasonably sufficient time (but in no event less than ten (10) Business Days) to enable Borrower to comply with applicable time limits set forth in the applicable Approved Lease for Borrower’s response): (a) The applicable work covered by a Tenant Improvement Allowance has been substantially completed, subject to Punch List Items, free of mechanics’ liens unless such liens shall be bonded or otherwise removed of record or the Title Company shall have provided affirmative coverage in accordance with Schedule 4 - — Part A, paragraph 1110; (b) Borrower shall have promptly furnished to the Administrative Agent and the Construction Consultant all documents and other information relating to the final advance of the applicable Tenant Improvement Allowance which Borrower is entitled to receive in accordance with the applicable Lease; and (c) Borrower shall have complied with all All of the other applicable conditions precedent to a disbursement of a any Loan contained in Schedule 4 and Article 4 of this AgreementSection 2.1 shall have been satisfied.