Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E G (the "Work Letter") at a cost to Landlord not to exceed Six Four Million Dollars ($6,000,000.004,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent be limited to reimbursement for Landlord’s third party costs up to a maximum amount of Forty Thousand Dollars ([***]%) of the cost of the Tenant Improvements, including the TI Allowance$40,000.00)), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures, including, without limitation, payments for such purposes to Tenant or any affiliates of Tenant, provided such amounts are consistent with competitive market rates charged for the services and materials rendered by unrelated persons or entities of similar skill, competence and experience in an arms-length transaction. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (po) costs resulting from any default by Tenant of its obligations under this Lease or (qp) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1. Landlord shall make available to Tenant shall cause appropriate an allowance not to exceed Seventy-Two Thousand One Hundred Twenty Dollars ($72,120) (the “Allowance”) in order to construct certain improvements within the Premises consistent with the Permitted Use (the "“Tenant Improvements"”). Any Tenant Improvements shall be designed and constructed by Tenant (at Tenant’s sole cost and expense); provided, however, that any such Tenant Improvements shall be considered Alterations and shall be subject to, and shall be designed and installed in accordance with, all of the terms, conditions and provisions of the Lease (including, without limitation, the prior written approval provisions and all other terms, conditions and provisions of Article 17 of the Lease; provided that, the first two (2) to be constructed in sentences of Section 17.8 of the Premises pursuant Lease shall not apply to the Work Letter attached hereto as Exhibit E (the "Work Letter"Tenant Improvements since Tenant is already obligated to pay a project review fee in accordance with Section 5.1(b) at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (the "TI Allowance"below). The TI Allowance may be applied by Tenant to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] three percent ([***]3%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures, and (g) furniture, personal property or other non-building system equipment (but in no event may more than Twenty-Four Thousand Forty Dollars ($24,040) of the Allowance be applied to the costs described in this subsection (g)). In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipmentequipment in excess of the limitation set forth in subsection (g) above, (py) costs resulting from any default by Tenant of its obligations under this the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six Twenty Two Million Two Hundred Fifty Thousand Dollars ($6,000,000.0022,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant Landlord shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") Improvements to be constructed in the Expansion Premises and the Existing Premises in the 11055 Building (collectively, the “Total 11055 Premises”) pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six (a) One Million Eight Hundred Sixty Thousand Dollars ($6,000,000.001,860,000) (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (am) construction, (bn) project review management by Landlord (which fee shall equal [***] three percent ([***]3%) of the cost of the Tenant Improvements, including the TI Allowance), (co) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by TenantLandlord, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by LandlordTenant, (dp) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (eq) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (fr) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default by Tenant of its obligations under this Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Tenant shall have until the date of Substantial Completion of the initial Tenant Improvements (the “TI Deadline”), to expend the unused portion of the TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. In Landlord’s reasonable discretion during the thirty (30) day period immediately prior to the Expansion Commencement Date, Landlord may permit Tenant to enter upon the Expansion Premises for the purpose of installing equipment, trade fixtures or the placement of personal property so long as such entry does not interfere with the completion of the Tenant Improvements; provided that Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the Lease are in effect with respect to the Expansion Premises, and such entry shall be subject to all the terms and conditions of the Lease; and provided, further, that if the Expansion Commencement Date is delayed due to such early access, then the Expansion Commencement Date shall be the date that the Expansion Commencement Date would have occurred but for such delay.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six Fifteen Million Dollars ($6,000,000.0015,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use work (the "“Tenant Improvements"”) described in the work letter attached hereto as Exhibit B (the “Work Letter”) to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six Million Hundred Thousand Dollars ($6,000,000.00600,000) (the "“TI Allowance"”), in accordance with the terms, conditions and provisions of the Work Letter. The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default by Tenant of its obligations under this the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1. Landlord shall make available to Tenant, if properly requested by Tenant shall cause appropriate pursuant to Section 5.3 hereof, an allowance up to Two Hundred Sixty-Five Thousand Dollars ($265,000) (the “First Amendment Allowance”) for improvements to the Premises consistent with the Permitted Use (the "Tenant “First Amendment Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (the "TI Allowance"”). Tenant shall be responsible for performing and completing any First Amendment Improvements. The TI First Amendment Allowance may be applied to the costs of (a) construction, (b) project Landlord’s reasonable third party review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant First Amendment Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by TenantTenant (provided that, if the First Amendment Improvements include any work to HVAC, mechanical, electrical or plumbing related equipment or building controls, then Tenant shall commission such equipment and perform any necessary integration of such equipment into the building management system), and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities for permits or for inspections of the Tenant First Amendment Improvements, and (f) costs and expenses for labor, materialmaterials, equipment and fixtures. In no event shall the TI Allowance be used for , and (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (og) the purchase of any furniture, personal property or other non-building system equipmentequipment to be used in connection with Tenant’s use of the Premises for the Permitted Use. In no event shall the First Amendment Allowance be used for (w) the cost of work that is not approved in writing by Landlord, (px) payments to Tenant or any affiliates of Tenant, (y) costs resulting from any default by Tenant of its obligations under this the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "“Tenant Improvements"”) to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "“Work Letter"”) at a cost to Landlord not to exceed Six Million Nine Hundred Eighty-Eight Thousand Dollars ($6,000,000.00988,000.00) (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1. Tenant a. Lessee shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed tenant improvements in the Additional Premises pursuant to and perform capital improvements at the Work Letter attached hereto as Exhibit E Project (the "Work Letter"“Tenant Improvements”) at a cost to Landlord Lessor not to exceed Six Million (a) Four Hundred Twenty-One Thousand Dollars ($6,000,000.00421,000) (the "“Base TI Allowance"”) plus (b) if properly requested by Lessee pursuant to this Section 20(a), Two Hundred Fifty Thousand Dollars ($250,000) (the “Additional TI Allowance”), for a total of Six Hundred Seventy-One Thousand Dollars ($671,000). The Base TI Allowance, together with Additional TI Allowance (if properly requested by Lessee pursuant to this Section 20(a)), shall be referred to herein as the “TI Allowance.” The TI Allowance may be applied to the costs of (ao) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (dp) space planning, architect, engineering and other related services performed by third parties unaffiliated with TenantLessee, (eq) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (fr) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined plans approved in the Work Letter) or otherwise approved advance in writing by LandlordLessor (the “Approved Plans”), which approval shall not be unreasonably withheld by Lessor and shall be given or withheld within ten (10) business days after Lessor’s receipt of the plans from Tenant, (nw) payments to Tenant Lessee or any affiliates of TenantLessee, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default Default by Tenant Lessee of its obligations under this the Amended Lease or (qz) costs that are recoverable by Tenant Lessee from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1Tenant hereby agrees that the Tenant Improvements shall be completed by a general contractor (“General Contractor”) approved by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed. Tenant hereby agrees to indemnify and hold Landlord harmless from and against any loss, cost, damage, liability or expense (including without limitation reasonable attorneys' fees and court costs) incurred by Landlord with respect to all of Tenant's obligations set forth in this Section 3. Tenant hereby guarantees to Landlord that the Tenant Improvements shall cause appropriate improvements consistent be completed in a lien-free manner and in strict accordance with the Permitted Use (Working Drawings and all applicable laws, permits and governmental approvals and with all required inspections during the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs course of (a) construction, (b) project review it being acknowledged by Landlord (which fee shall equal [***] percent ([***]%) and Tenant that the provisions of the cost Lease regarding the filing mechanics' liens against the Building by or through Tenant shall control with respect to mechanics' liens filed against the Project or Premises as a result of the Tenant Improvements). Landlord shall be entitled to a fee, including the TI Allowancenot to exceed Five Thousand and No/100 Dollars ($5,000.00), (c) commissioning of mechanicalto reimburse Landlord for its reasonable, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and third party out-of-pocket costs incurred in connection with Landlord’s review of such party's commissioning report the Working Drawings. Such fee shall be paid to Landlord by a licensedTenant within thirty (30) days following Tenant’s receipt of each of Landlord’s invoices therefor, qualified commissioning agent hired by Landlordor, (d) space planningat Tenant’s election, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of deducted from the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasorsbelow).

Tenant Improvements. 5.1. 5.1 Tenant shall cause appropriate improvements consistent with the Permitted Use (the "“Tenant Improvements"”) to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "“Work Letter"”) at a cost to Landlord not to exceed Six One Million Dollars ($6,000,000.001,000,000.00) (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") Improvements to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E 3 (the "“Work Letter"”) at a cost to Landlord not to exceed Four Million Four Hundred Twenty Six Million Thousand Five Hundred and 00/100 Dollars ($6,000,000.004,426,500.00) (based upon One Hundred Thirteen and 50/100 Dollars ($113.50) per square foot of rentable area (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (am) construction, (bn) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance)intentionally omitted, (co) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by TenantXxxxxx, and review excluding any commissioning of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlordbase Building HVAC equipment, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (ep) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (fq) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting arising from any default by Tenant of its obligations under this Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In addition, Landlord shall provide an allowance to Tenant to be used solely for architectural and engineering costs related to the preparation of an initial test fit plan for the Tenant Improvements in an amount not to exceed Three Thousand Nine Hundred and 00/100 Dollars ($3,900.00) (based upon Ten Cents ($0.10) per square foot of rentable area) (the “Test Fit Plan Allowance”). Notwithstanding the foregoing, Landlord hereby acknowledges and agrees that any costs incurred by Landlord with respect to project review by Landlord (including without limitation, Xxxxxxxx’s actual out of pocket costs incurred by Landlord in reviewing and managing the Tenant Improvements) shall be at Landlord’s sole cost and expense and no portion of the TI Allowance shall be used therefor. For purposes of clarity, nothing in this Section 3.2 shall limit the costs and expenses incurred by Landlord for which Landlord is entitled to reimbursement by Tenant for Alterations that are not the Tenant Improvements in accordance with Article 11 of this Lease. Tenant shall have until the date that is twelve (12) months after the Rent Commencement Date (the “TI Deadline”), to submit Fund Requests (as defined in the Work Letter) to Landlord for disbursement of the unused portion of the TI Allowance and Test Fit Plan Allowance, after which date Landlord’s obligation to fund any such costs for which Tenant has not submitted a Fund Request to Landlord shall expire. In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. Upon completion of the Tenant Improvements, and prior to any occupancy of the Premises by Xxxxxx, Tenant shall deliver to Landlord (a) a certificate of occupancy (or its substantial equivalent) for the Premises suitable for the Permitted Use and (b) a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor.

Tenant Improvements. 5.1. Tenant Landlord shall cause appropriate the Contractor to commence and thereafter diligently prosecute the construction of the tenant improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises Expansion Building pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (the "TI Allowance"“Tenant Improvements”). The Tenant Improvements shall be performed in a workmanlike manner and in compliance with all Applicable Laws and substantially in compliance with the Approved TI Plans (as defined in the Work Letter), subject to minor deviations that do not alter the type, scope and quality of the Tenant Improvements depicted on the Approved TI Plans. The portion of the TI Costs for which Landlord is responsible (the “TI Allowance”) shall not exceed (subject to the terms hereof) the TI Allowance may be applied to Amount (as defined below). “TI Costs” means all Tenant Delay Costs (as defined below) and costs of the Tenant Improvements (the “TI Costs”), including the costs of (ai) construction, (bii) project review construction management by Landlord (which fee costs shall be stipulated to equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI AllowanceExcess Cost (as defined below)) (the “Construction Management Fee”), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (diii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenantservices, (eiv) costs and expenses for labor, material, equipment and fixtures, and (v) building permits and other taxes, fees, charges and levies by governmental authorities and quasi-governmental agencies for permits or for inspections of the Tenant Improvements. Notwithstanding the foregoing, and (f) costs and expenses for labor, material, equipment and fixtures. In in no event shall the TI Allowance be used for for: (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (ow) the purchase of any furniture, personal property or other non-building system equipment, (px) the cost of work that is not authorized by the Approved TI Plans (subject to any TI Change) or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under this Lease Lease, or (qz) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, warrantors or tortfeasors). The “TI Allowance Amount” shall be Forty-Seven and 15/100 Dollars ($47.15) per rentable square foot of the Expansion Building, plus the amount of any Additional Allowance that Tenant elects to use to pay the cost of the Tenant Improvements.

Tenant Improvements. 5.1(a) Tenant shall be permitted to perform appropriate improvements to the Premises (the “Tenant Improvements”), consistent with the Permitted Uses and in accordance with the terms of this Section 6 and Exhibit 1 attached hereto. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") Improvements to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E 1 (the "“Work Letter"”) at a cost to Landlord not to exceed Six Million Four Hundred Twenty Thousand Two Hundred Eighty-Five and 00/100 Dollars ($6,000,000.00420,285.00) (based upon Fifteen and 00/100 Dollars ($15.00) per square foot of rentable area (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (ai) construction, (bii) project review by Landlord (which fee shall equal [***] three percent ([***]3%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (diii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (eiv) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (fv) costs and expenses for labor, material, equipment and fixtures, and (vi) subject to the Soft Cost Limit described below, soft costs for data/telecom cabling, signage, furniture, fixtures and equipment (collectively, “Soft Costs”). In no event shall the TI Allowance be used for (mA) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nB) payments to Tenant or any affiliates of Tenant, (oC) the purchase of any furniture, personal property or other non-building system equipmentequipment (except as otherwise provided above), (pD) costs resulting from any default by Tenant of its obligations under this the Amended Lease or (qE) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Notwithstanding anything set forth herein to the contrary, no more than ten percent (10%) of the TI Allowance (the “Soft Cost Limit”) shall be applied to the Soft Costs identified above.

Tenant Improvements. 5.12.5.1Upon receipt of possession of the Premises and the selection of the general contractor for the Tenant Improvements, each in accordance with Paragraph 2.3 hereof, the Tenant shall prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements (including low voltage cabling) in accordance with the Plans and Specifications and at the Tenant’s sole cost and expense (all such costs and expenses, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees are hereinafter collectively referred to as the “Tenant Improvement Costs”, provided that Tenant Improvement Costs shall not include Access Costs or Deck Costs). Tenant shall cause appropriate improvements consistent with make no changes to the Permitted Use (Plans and Specifications or the "Tenant Improvements") to be constructed work reflected in the Premises pursuant to Plans and Specifications without the Work Letter attached hereto as Exhibit E (consent of the "Work Letter") at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (Landlord. Tenant’s completion of the "TI Allowance"). The TI Allowance may Tenant Improvements shall be applied to the costs of performed by Xxxxxx’s contractors, who shall (a) constructionbe selected by Xxxxxx and approved by Landlord (such approval not to be unreasonably withheld), and (bb ) project work under the direction of Tenant or Xxxxxx’s qualified representative. Landlord shall have the right to have its representative at the Premises at all times during the construction of the Tenant Improvements to review and monitor the performance of same. The Tenant Improvements shall be performed by contractors employed by Tenant under one or more construction contracts, in form and content approved in advance in writing by Landlord (which fee approval shall equal [***] percent be subject to Landlord’s discretion and may include a requirement that the prime contractor and the respective subcontractors of any tier: ([***]%a) be parties to, and bound by, a collective bargaining agreement with a labor organization affiliated with the Building and Construction Trades Council of the cost of the Tenant Improvements, including the TI Allowance), AFL-CIO and (cb) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review employ only members of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated organization to perform work within their respective jurisdictions). Such contractors also shall comply with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections all requirements in Paragraph 4.5 of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors)Lease.

Tenant Improvements. 5.1a. Tenant accepts the Premises in its "AS IS, WHERE IS" condition, "WITH ALL FAULTS" and without any warranties or representations whatsoever, and Landlord shall have no obligation to perform any work with respect to the Premises, or to provide any allowances with respect thereto, except as otherwise hereinafter expressly provided in this Paragraph 4. Tenant shall cause appropriate Any additions, alterations, improvements consistent with or refurbishment to the Permitted Use Premises, such as cabinets, built-ins, telecommunications equipment and related wiring, painting, carpeting and floor covering installed in the Premises and the installation of Tenant's Building standard suite signage (the collectively "Tenant Improvements") ), shall be performed subject to be constructed and in accordance with the provisions of this Paragraph 4 and Exhibit B-3, attached hereto and incorporated herein by this reference. Tenant acknowledges that the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (the "TI Allowance"). The TI Allowance may were previously improved for occupancy, and all improvements existing on October 1, 2008 shall be applied to the costs of (a) construction, (b) project review left in place by Landlord (which fee and shall equal [***] percent ([***]%) be available for reuse or shall be demolished by Tenant as part of the total cost of the Tenant ImprovementsImprovements to the Premises for which Tenant is responsible under the Lease and this Third Amendment. Landlord shall provide an allowance (the "Allowance") to Tenant for the purpose of paying a portion of the Tenant Improvement Costs (as defined in Exhibit B-3) respecting the Premises in the amount of One Million One Hundred Fifty-Nine Thousand Eight Hundred Twenty and No/100 Dollars ($1,159,820.00) in total. Landlord agrees to contribute the Allowance toward the Tenant Improvement Costs (as defined in Exhibit B-3) and Tenant's Work in accordance with the provisions of Section 5.01 of said Exhibit B-3 (the Tenant Improvement Costs shall include, including without limitation, the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planningdesigner, architect, engineering engineer, interior design and other professionals and design specialists fees incurred by Landlord or Tenant in connection with the Tenant Improvements, any project-management related services performed expenses, and Landlord's construction supervision fee). If the entire Allowance is not exhausted in constructing the Tenant Improvements on or before September 30, 2010, then the unused and remaining portion not to exceed Three Hundred Forty-Seven Thousand Nine Hundred Forty-Six and No/100 Dollars ($347,946.00) may be used by third parties unaffiliated with TenantTenant as a credit against Monthly Rental next coming due and payable under the Lease, (e) building permits and other taxesas amended hereby, fees, charges and levies by governmental authorities for permits or for inspections after completion of the Tenant Improvements; provided, however, that Tenant may utilize such portion of the Allowance not to exceed Three Hundred Forty-Seven Thousand Nine Hundred Forty-Six and No/100 Dollars (f$347,946.00) costs as a credit against Monthly Rent next coming due and expenses for laborpayable under the Lease until exhausted at any time after January 1, material, equipment and fixtures. In no event shall 2009 without regard to completion of construction of the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors)Improvements.