Common use of TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS Clause in Contracts

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon receipt of possession of the Premises, the Tenant shall prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects 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, and space planning fees are hereinafter collectively referred to as the “Tenant Improvement Costs”). Tenant shall make no material changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, 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, and Tenant shall pay Landlord a construction monitoring fee equal to one percent (1%) of the Tenant Improvement Costs (the “Construction Monitoring Fee”). The Tenant Improvements shall be performed by contractors approved by Landlord and employed by Tenant under one or more construction contracts that require 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 AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions). However, at Landlord’s sole option, in clause (a) of the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval and containing the full name and address of the contractor and/or a complete copy of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction of the Tenant Improvements shall be subject to the approval of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayed. 2.5.2 All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, at Landlord’s election and upon notice to Tenant, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s submission of its Plans and Specifications to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of the Plans and Specifications being for Landlord’s own purposes). Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably require, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Hundred Ninety Thousand Two Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant Expenditures.

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. Section 2.5.1 Upon receipt of possession of the PremisesLease is hereby amended by deleting the seventh (7th), the Tenant shall prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects and at the Tenant’s sole cost and expense eighth (all such costs and expenses, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, and space planning fees are hereinafter collectively referred to as the “Tenant Improvement Costs”). Tenant shall make no material changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed8th), and ninth (b9th) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, to have its representative at the Premises at all times during the construction full sentences of the Tenant Improvements to review and monitor paragraph in their entirety, resulting in the performance of same, and Tenant shall pay Landlord a construction monitoring fee equal to one percent (1%) removal of the Tenant Improvement Costs (following language from the Lease: “Construction Monitoring Fee”). The Tenant Improvements shall be performed by contractors approved by Landlord and employed by Tenant under one or more construction contracts that require 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 AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions). However, at Landlord’s sole option, in clause (a) of the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval .” and containing substituting the full name and address of the contractor and/or a complete copy of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction of the Tenant Improvements shall be subject to the approval of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayed. 2.5.2 following in lieu thereof: “All Tenant Improvements, regardless Alterations made by or on behalf of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, at Landlord’s election and upon notice to Tenant, Tenant shall be required to remove all made and performed: (a) by contractors or any portion mechanics approved by Landlord, who shall carry liability insurance of the a type and in such amounts as Landlord shall reasonably require, naming Landlord and Tenant Improvements as additional insureds, (including Telecommunication Facilitiesb) upon the expiration or earlier termination of this Lease. Notwithstanding the foregoingin a good and workmanlike manner, except as provided below (c) so that same shall be at least equal in this subparagraph 2.5.2quality, if Tenant’s submission of its Plans value, and Specifications utility to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration original work or earlier termination of the Lease installation and such request includes a notice at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of the Plans and Specifications being for Landlord’s own purposes). Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in conformity with Landlord’s building standard specifications as set forth in Exhibit C-2 attached hereto and as the same may be amended by Landlord and in effect at such form as Landlord may reasonably requiretime, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicabled) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvementsapplicable laws, and (be) if not already done pursuant to Paragraph 2.5.4 aboveplans, Tenant shall submit to Landlord an issued drawings and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements specifications which have been completed in accordance with Plans reviewed and Specifications approved by Landlord prior to the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion commencement of the Tenant Improvements repairs or replacements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of saleapproved by, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentencefiled with, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowanceall applicable governmental authorities. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Hundred Ninety Thousand Two Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant Expenditures.”

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon receipt of possession of the Premises, the Tenant shall be responsible for all costs to prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects and at the Tenant’s sole cost and expense (all such costs and expenses's occupancy, including all hard and soft costs costs, such as and without limitation, all labor and materials, architectural, engineering, permitting, permitting and space planning fees are hereinafter collectively referred to as (collectively, the “"Tenant Improvement Costs”Cost"). Tenant shall make no material changes further agrees to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, 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, and Tenant shall pay Landlord a construction monitoring management fee (the "Construction Management Fee") equal to one three percent (13%) of the Tenant Improvement Costs (the “Construction Monitoring Fee”)Costs. The Tenant Improvements Improvement Allowance shall be performed by contractors approved by Landlord and employed by applied against the Tenant under one or more construction contracts that require the prime contractor Improvement Costs and the respective subcontractors Construction Management Fee. Tenant shall not be entitled to receive any credit or payment on account 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 unexpended portion of the AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions)Tenant Improvement Allowance. However, at Landlord’s sole option, in clause (a) of If the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval and containing the full name and address of the contractor and/or a complete copy of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction cost of the Tenant Improvements and the Construction Management Fee exceed the Tenant Improvement Allowance, Tenant shall pay to Landlord on demand and prior to Landlord's commencement of the work to prepare the Premises for Tenant's occupancy, any amount which is Tenant's responsibility to pay. If Tenant fails to pay to Landlord the cost of any such excess Tenant Improvements and Construction Management Fee as and when due, Landlord may elect to suspend work on the Tenant Improvements pending such timely payment, and the Commencement Date shall be subject deemed to have occurred on the approval date that the Tenant Improvements would have achieved Substantial Completion absent such suspension of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayed. 2.5.2 work. All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, that at Landlord’s 's election and upon notice to Tenant, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s submission of its Plans and Specifications to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of the Plans and Specifications being for Landlord’s own purposes). Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably require, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Hundred Ninety Thousand Two Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant Expenditures.

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon receipt of possession of the Premises, the Tenant shall be responsible for all costs to prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects and at the Tenant’s sole cost and expense (all such costs and expenses's occupancy, including all hard and soft costs costs, such as and without limitation, all labor and materials, architectural, engineering, permittingproject management, cabling and wiring costs, permitting and space planning fees are hereinafter collectively referred to as (collectively, the “"Tenant Improvement Costs”"). Tenant shall make no material changes further agrees to pay the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, 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, and Tenant shall pay Landlord a construction monitoring management fee (the "Construction Management Fee") equal to one three percent (13%) of the Tenant Improvement Costs (the “Construction Monitoring Fee”). The Tenant Improvements Improvement Allowance shall be performed applied against the Tenant Improvement Costs and the Construction Management Fee. If the cost of the Tenant Improvements and Construction Management Fee exceeds the Tenant Improvement Allowance, Tenant shall pay such excess to Landlord on demand and prior to Landlord's commencement of work on the Tenant Improvements. Any delay in Tenant paying such excess to Landlord shall constitute Tenant Delay. If the cost of the Tenant Improvements and Construction Management Fee subsequently increases (or further increases) above the Tenant Improvement Allowance as a result of change orders requested by contractors Tenant and approved by Landlord, Tenant shall pay to Landlord such excess within five (5) Business Days after Substantial Completion of the Tenant Improvements. If Tenant fails to pay to Landlord the cost of any such excess Tenant Improvements and employed by Construction Management Fee as and when due, Landlord may elect to suspend work on the Tenant under one or more construction contracts that require the prime contractor Improvements pending such timely payment, and the respective subcontractors Commencement Date shall be deemed to have occurred on the date that Substantial Completion would have been achieved absent such suspension of work. If the aggregate of the Tenant Improvement Costs and Construction Management Fee is less than the Tenant Improvement Allowance, upon satisfaction of the conditions set forth below, the unexpended and unapplied balance thereof remaining after payment in full of the Tenant Improvement Costs and Construction Management Fee up to a maximum of Twenty Thousand Five Hundred Forty-Six and 00/100 Dollars ($20,546.00) (based upon Two and 00/100 Dollars ($2.00) per rentable square foot of the Premises) shall be available to Tenant in a single draw (the "Tenant Expenditure Draw") to reimburse Tenant for Tenant Expenditures. Except as expressly provided in the immediately preceding sentence, Tenant shall not be entitled to receive any credit or payment on account of any tier: unexpended portion of the Tenant Improvement Allowance. If applicable, at least fifteen (15) Business Days before the date upon which the Tenant desires the Tenant Expenditure Draw, the Tenant shall submit to Landlord (a) be parties to, and bound by, an itemized requisition on a collective bargaining agreement with a labor organization affiliated with form acceptable to the Building and Construction Trades Council Landlord stating the amount of the AFL-CIO requested advance and the items(s) to be reimbursed from the proceeds thereof, and (b) employ only members copies of invoices for all such organization to perform work within their respective jurisdictions). However, at Landlord’s sole option, items and evidence of payment in clause (a) of the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval and containing the full name and address of the contractor and/or a complete copy of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction of the Tenant Improvements shall be subject to the approval of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayedthereof. 2.5.2 All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, at Landlord’s 's election and upon notice to Tenant, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s submission 's approval of its the Plans and Specifications submitted to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point typeLease, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at within five (5) Business Days after Landlord's receipt of Tenant's request. 2.5.3 Notwithstanding Landlord's engagement of the time of Landlord’s approval of Architect to prepare the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s Improvements based upon Tenant's review and approval of same. Tenant acknowledges that Landlord's engagement of the Plans Architect was for the convenience of Tenant, and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of or in the Plans and Specifications being for Landlord’s own purposes)Tenant Improvements. Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s 's Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architectthe Architect, or Landlord's engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably require, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Hundred Ninety Thousand Two Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant Expenditures.

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon receipt of possession of the Premises, the Tenant shall be responsible for all costs to prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects and at the Tenant’s sole cost and expense (all such costs and expenses's occupancy, including all hard and soft costs costs, such as and without limitation, all labor and materials, architectural, engineering, permitting, permitting and space planning fees are hereinafter collectively referred to as (collectively, the “"Tenant Improvement Costs”"). Tenant shall make no material changes further agrees to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, 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, and Tenant shall pay Landlord a construction monitoring management fee (the "Construction Management Fee") equal to one three percent (13%) of the Tenant Improvement Costs (the “Construction Monitoring Fee”)Costs. The Tenant Improvements Improvement Allowance shall be performed by contractors approved by Landlord and employed by applied against the Tenant under one or more construction contracts that require the prime contractor Improvement Costs and the respective subcontractors Construction Management Fee. Tenant shall not be entitled to receive any credit or payment on account 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 unexpended portion of the AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions)Tenant Improvement Allowance. However, at Landlord’s sole option, in clause (a) of If the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval and containing the full name and address of the contractor and/or a complete copy of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction cost of the Tenant Improvements and the Construction Management Fee exceed the Tenant Improvement Allowance, Tenant shall pay to Landlord on demand and prior to Landlord's commencement of the work to prepare the Premises for Tenant's occupancy, any amount which is Tenant's responsibility to pay. If Tenant fails to pay to Landlord the cost of any such excess Tenant Improvements and Construction Management Fee as and when due, Landlord may elect to suspend work on the Tenant Improvements pending such timely payment, and the Commencement Date shall be subject deemed to have occurred on the approval date that the Tenant Improvements would have achieved Substantial Completion absent such suspension of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayed. 2.5.2 work. All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, at Landlord’s 's election and upon notice to Tenant, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s submission of its Plans and Specifications to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of the Plans and Specifications being for Landlord’s own purposes). Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably require, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Hundred Ninety Thousand Two Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant Expenditures.

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon receipt of possession of the PremisesLandlord shall provide, at its cost, the Tenant shall prepare Base Building Premises as described herein. Landlord’s obligation to pay for the Premises for Tenant’s occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects 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, and space planning fees are hereinafter collectively referred to as the “Tenant Improvement Costs”). Tenant shall make no material changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of completing the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, 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, and Tenant shall pay Landlord a construction monitoring fee equal to one percent (1%) of exceed the Tenant Improvement Costs (the “Construction Monitoring Fee”)Allowance. The Tenant Improvements shall be performed by contractors approved by Landlord and employed by Tenant under one or more construction contracts that require the prime contractor and the respective subcontractors of any tier: (a) be parties toImprovement Allowance, and bound by, a collective bargaining agreement with a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions). However, at Landlord’s sole option, in clause (a) of the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval and containing the full name and address of the contractor and/or a complete copy of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction of the Tenant Improvements shall be subject to the approval limitations on the amount thereof, is intended to apply to all costs and expenses to build out fully finished and ready-to-occupy space from the Base Building Premises, including permitting fees, and costs of construction, materials, equipment, permit applications, fees and code compliance, special facilities and any “built-ins,” general contractor’s fees and generally all actual and reasonable costs to complete construction and design of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayed. 2.5.2 All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, at Landlord’s election and upon notice to Tenant, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) upon the expiration or earlier termination of this LeasePremises. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s submission of its Plans and Specifications to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of the Plans and Specifications being for Landlord’s own purposes). Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably requirehowever, (2i) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein subject to the contrarylimitations on the amount thereof, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Eight Hundred Ninety Sixty-Eight Thousand Two Four Hundred Fifty and 00/100 Forty Dollars ($190,250.00868,440.00) (based upon Five and 00/100 Dollars (calculated as $5.00) 10.00 per rentable square foot of the Premises). Notwithstanding anything to , may be used by Tenant for the contrary contained hereincosts of Tenant’s furniture, in the event that Tenant has not submitted fixtures and equipment, personal property and Tenant’s specialty and removable trade fixtures, moving expenses of any kind or nature, third party project management fees and architectural and engineering fees, and (ii) a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any portion of the Tenant Improvement Allowance, subject to the limitations on the amount thereof, not to exceed Four Hundred Thirty-Four Thousand Two Hundred Twenty Dollars ($434,220.00) (calculated as $5.00 per rentable square foot of the Premises), may be used by Tenant for the costs of Tenant’s data and telecommunications cabling and equipment or for signage. The Tenant Improvement Allowance shall include a fee payable to Landlord’s construction manager for construction management services, in the amount of one-half percent (0.5%) of the “gross construction cost,” meaning the cumulative total of all hard costs incurred in completing the Premises. If the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant shall pay to Landlord such excess (the “Excess Costs”) within ten (10) days after demand by Landlord. Further, if at any time the total cost of completing the Tenant ExpendituresImprovements is estimated to exceed the amount of the Tenant Improvement Allowance, Landlord or Landlord’s lender, may require Tenant to post a payment of performance bond to secure Tenant’s obligations to pay such Excess Costs which shall be at the sole expense of Tenant but which may be deducted from the Tenant Improvement Allowance. Landlord shall have, in connection with such Excess Costs, all the rights and remedies granted under this Lease in connection with the enforcement of collection of Base Rent.

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon receipt of possession of the Premises, the Tenant shall be responsible for all costs to prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects and at the Tenant’s sole cost and expense (all such costs and expenses's occupancy, including all hard and soft costs costs, such as and without limitation, all labor and materials, architectural, engineering, permitting, permitting and space planning fees are hereinafter collectively referred to as (collectively, the “"Tenant Improvement Costs”"). Tenant shall make no material changes further agrees to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, 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, and Tenant shall pay Landlord a construction monitoring management fee (the "Construction Management Fee") equal to one three percent (13%) of the Tenant Improvement Costs (the “Construction Monitoring Fee”)Costs. The Tenant Improvements Improvement Allowance shall be performed by contractors approved by Landlord and employed by applied against the Tenant under one or more construction contracts that require the prime contractor Improvement Costs and the respective subcontractors Construction Management Fee. Tenant shall not be entitled to receive any credit or payment on account 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 unexpended portion of the AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions)Tenant Improvement Allowance. However, at Landlord’s sole option, in clause (a) of If the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval and containing the full name and address of the contractor and/or a complete copy of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction cost of the Tenant Improvements and the Construction Management Fee exceed the Tenant Improvement Allowance, Tenant shall pay to Landlord on demand and prior to Landlord's commencement of the work to prepare the Premises for Tenant's occupancy, any amount which is Tenant's responsibility to pay. If Tenant fails to pay to Landlord the cost of any such excess Tenant Improvements and Construction Management Fee as and when due, Landlord may elect to suspend work on the Tenant Improvements pending such timely payment, and the Commencement Date shall be subject deemed to have occurred on the approval date that the Tenant Improvements would have achieved Substantial Completion absent such suspension of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayed. 2.5.2 work. All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, at Landlord’s 's election and upon notice to TenantTenant given at the time of Landlord's approval of the Plans and Specifications, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s submission of its Plans and Specifications to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of the Plans and Specifications being for Landlord’s own purposes). Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably require, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Hundred Ninety Thousand Two Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant Expenditures.

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon receipt of possession of the Premises, the Tenant shall be responsible for all costs to prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects and at the Tenant’s sole cost and expense (all such costs and expenses's occupancy, including all hard and soft costs costs, such as and without limitation, all labor and materials, architectural, engineering, permitting, permitting and space planning fees are hereinafter collectively referred to as (collectively, the “"Tenant Improvement Costs”"). Tenant shall make no material changes further agrees to pay the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, 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, and Tenant shall pay Landlord a construction monitoring management fee (the "Construction Management Fee") equal to one three percent (13%) of the Tenant Improvement Costs (the “Construction Monitoring Fee”)Costs. The Tenant Improvements Improvement Allowance shall be performed by contractors approved by Landlord and employed by applied against the Tenant under one or more construction contracts that require the prime contractor Improvement Costs and the respective subcontractors Construction Management Fee. Tenant shall not be entitled to receive any credit or payment on account of any tier: (a) be parties to, and bound by, a collective bargaining agreement with a labor organization affiliated with unexpended portion of the Building Tenant Improvement Allowance. If the cost of the Tenant Improvements and Construction Trades Council of Management Fee exceeds the AFL-CIO and Tenant Improvement Allowance, Tenant shall pay to Landlord such excess within ten (b) employ only members of such organization to perform work within their respective jurisdictions). However, at Landlord’s sole option, in clause (a) of the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (310) Business Days after Landlord’s receipt demand made from time to time by Landlord or Tenant may elect, upon written notice given to Landlord not later than the time payment of a written request for such approval excess would otherwise be due, to amortize an amount of such excess which is hereinafter defined as "Construction Principal" by paying to Landlord monthly installments of "Construction Rent" (as defined below). If Tenant fails to pay to Landlord the cost of any such excess Tenant Improvements and containing Construction Management Fee as and when due, Landlord may elect to suspend work on the full name Tenant Improvements pending such timely payment, and address the Commencement Date shall be deemed to have occurred on the date that Substantial Completion would have been achieved absent such suspension of work. Notwithstanding anything to the contrary herein contained, in no event shall the aggregate amount of the contractor and/or a complete copy "Construction Principal" exceed Twenty-Five Thousand Dollars ($25,000.00). Commencing on the first day of the construction contract fifth full month of the Lease Term, Tenant shall pay Landlord, as additional rent, monthly at the times and in the manner provided for the payment of Base Rent, an amount (as applicable"Construction Rent') equal to the monthly principal and interest payment which would be required to amortize a loan in the principal amount of the Construction Principal on a monthly direct reduction basis over a period of thirty-six (36) months at an interest rate of eight percent (8%) per annum (based upon a 360 day year). Without limiting All payments of Construction Rent shall be applied first to accrued and unpaid interest on the foregoing, Tenant’s contract with its general contractor for Construction Principal and then to the construction outstanding principal balance thereof. Interest shall begin to accrue on the Construction Principal on the date Landlord pays such amount toward the cost of the Tenant Improvements Improvements. In any event, the entire outstanding balance of the Construction Principal plus all accrued and unpaid interest thereon shall be subject to due and payable in full on the approval first day of the fortieth (40th) full month of the Lease Term. Tenant acknowledges and agrees that the payment of Construction Rent by Tenant represents a reimbursement to Landlord of additional costs and expenses Landlord will incur in connection with the preparation of the Premises for Tenant's occupancy. Therefore, if Tenant shall default upon any obligation on its part to be performed or observed under the Lease (including, without limitation, the obligation to pay Construction Rent) or if the Lease Term shall be terminated prior to first day of the fortieth (40th) full month of the Lease Term for any reason whatsoever other than a termination by Landlord pursuant to Paragraph 4.9 as a result of a casualty, then the entire unpaid amount of the Construction Principal and all accrued and unpaid interest thereon shall become immediately due and payable on demand by Landlord. Landlord's right to both form demand said entire amount of Construction Principal shall be in addition to all other rights and contentremedies which Landlord shall have by reason of any default by Tenant under the Lease, which approval and Tenant shall not be unreasonably withheld entitled to any credit or delayedreduction in said Construction Principal based upon the amounts collected by Landlord from reletting of the Premises after default by Tenant. Notwithstanding anything to the contrary herein contained, in no event and under no circumstances shall there be any abatement of any Construction Rent under the Lease. If this Lease is terminated by Landlord pursuant to Paragraph 4.9 as a result of a casualty, Tenant shall remain liable for all Construction Rent due and payable through the effective date of termination plus all accrued and unpaid interest on the Construction Principal through such date of termination, but in such case Tenant shall have no obligation to pay the unpaid balance of the Construction Principal remaining after payment of all Construction Rent through the effective date of termination. No decision of Tenant not to exercise its early termination right pursuant to Paragraph 2.2.3 hereof or any extension of the Lease Term or renewal of the Lease shall cause extension of the term of repayment of the Construction Principal. 2.5.2 All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, if Landlord approves any change order(s) to the Plans and Specifications, then at Landlord’s 's election and upon notice to Tenant, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) included in or affected by such change order(s) upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s 's submission of its Plans and Specifications any change order to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements included in or affected by such change order that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point typeLease, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s 's approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systemschange order. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of the Plans and Specifications being for Landlord’s own purposes). Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably require, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Hundred Ninety Thousand Two Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant Expenditures.

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon Before any construction of Additional Tenant Improvements occurs, Landlord and Tenant shall agree on the cost thereof. If the cost of the Additional Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant shall pay to Landlord such excess within twenty (20) Business Days after receipt of possession Landlord's demand made from time to time and accompanied by reasonably detailed documentation of the Premisesexcess cost incurred by Landlord. If Tenant fails to pay to Landlord the cost of any such excess Tenant Improvements as and when due, the Tenant shall prepare the Premises for Tenant’s occupancy and complete Landlord may elect to suspend work on the Tenant Improvements in accordance with the Plans and Specifications in all material respects and at the Tenant’s sole cost and expense (all pending such costs and expenses, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permittingtimely payment, and space planning fees are hereinafter collectively referred to as the “Tenant Improvement Costs”). Tenant shall make no material changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building or Building systems. In no event shall Tenant make any changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord if such changes affect any structural elements of the Building or Building systems and/or the location of any door or wall. Tenant’s completion of the Tenant Improvements shall be performed by Tenant’s contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by Tenant, Tenant’s qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy Commencement Date shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, to have its representative at occurred on the Premises at all times during the construction date that Substantial Completion would have been achieved absent such suspension of the Tenant Improvements to review and monitor the performance of same, and Tenant shall pay Landlord a construction monitoring fee equal to one percent (1%) work. Any savings or unused portion of the Tenant Improvement Costs (the “Construction Monitoring Fee”). The Tenant Improvements shall Allowance may be performed by contractors approved by Landlord and employed applied by Tenant as a credit against the Monthly Base Rent Installment coming due under one or more construction contracts that require this Lease on 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 first day of the AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions). However, at Landlord’s sole option, in clause (a) thirteenth month of the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval and containing the full name and address of the contractor and/or a complete copy of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction of the Tenant Improvements shall be subject to the approval of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayedLease Term. 2.5.2 All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, at Landlord’s 's election and upon notice to TenantTenant at the time Landlord gives its consent, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) constructed after the Commencement Date upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s submission of its Plans and Specifications to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications (Landlord’s review and approval of the Plans and Specifications being for Landlord’s own purposes). Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 hereof) to be used solely to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement in monthly draws (each a “Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below) in the following manner. At least fifteen (15) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the Retainage, the Tenant shall submit an itemized requisition (a “Requisition”) on a form acceptable to the Landlord in its reasonable discretion, stating the amount of the advance, the items(s) to be reimbursed from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s obligation to make any Tenant Allowance Advance shall be subject to Tenant’s satisfaction of all of the following conditions other than item number (6), and Landlord’s obligation to advance the Retainage shall be subject to Tenant’s satisfaction of each and all of the following conditions numbered (1) through (6): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably require, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (3) Tenant shall have submitted to Landlord a certification of Tenant’s general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (4) Tenant shall have furnished Landlord with copies of third party invoices, for all work performed and materials delivered which are included in such Requisition, (5) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (6) with respect to the advance of the Retainage, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (6) above are herein collectively referred to as the “Tenant Allowance Conditions”. Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the Retainage, Landlord shall pay to Tenant, within fifteen (15) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant), the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if the aggregate sum of the invoices submitted pursuant to item (4) above equals or exceeds the full amount of the Tenant Improvement Allowance, or (b) the aggregate sum of invoices submitted pursuant to item (4) above (less the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee), if said aggregate sum is less than the full amount of the Tenant Improvement Allowance. Except as and to the extent expressly provided in Paragraph 2.5.6 hereof, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, the unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Hundred Ninety Thousand Two Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence), Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant Expenditures.

TENANT'S CONTRIBUTION TO TENANT IMPROVEMENT COSTS. 2.5.1 Upon receipt of possession of the Premises, the Tenant shall prepare the Premises for Tenant’s 's occupancy and complete the Tenant Improvements in accordance with the Plans and Specifications in all material respects and at the Tenant’s '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, and space planning fees are hereinafter collectively referred to as the “"Tenant Improvement Costs”"). Except as expressly permitted under the immediately following sentence, Tenant shall make no material changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the prior written consent of the Landlord, which consent shall not be unreasonably withheld provided such changes do not affect any structural elements of the Building withheld, conditioned or Building systemsdelayed. In no event shall Tenant may make any changes to the Plans and Specifications without the Landlord's consent provided that (a) such changes relate solely to the interior of the Premises, are non-structural, and do not affect any of the Building's mechanical, HVAC, electrical, plumbing or other systems, and (b) the work reflected cost of the Tenant Improvements shall not increase or decrease by more than Fifty Thousand Dollars ($50,000.00) as a result of any individual change or by more than One Hundred Thousand Dollars ($100,000.00) in the Plans and Specifications without the consent aggregate as a result of the Landlord if all such changes affect any structural elements (and for purposes of the Building or Building systems and/or the location of any door or wallmeasuring such aggregate changes, increases and decreases shall both be deemed positive numbers and shall not offset each other). Tenant’s 's completion of the Tenant Improvements shall be performed by Tenant’s 's contractors, who shall (a) be selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld or delayed), and (b) work under the direction of Tenant or, if directed in writing by or Tenant, Tenant’s 's qualified representative. In the event of any dispute as to whether Substantial Completion as occurred, a certificate of occupancy shall be deemed conclusive. Landlord shall have the right, at Landlord’s sole cost and expense, 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, and Tenant shall pay Landlord a construction monitoring fee equal to one three percent (13%) of the Tenant Improvement Costs (the “"Construction Monitoring Fee”"). The Tenant Improvements shall be performed by contractors selected by Tenant and approved by Landlord and Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Such contractors shall be employed by Tenant under one or more construction contracts contracts, in form and content approved in advance in writing by Landlord (which approval shall be subject to Landlord's reasonable discretion and may include a requirement that require 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 AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions). However, at Landlord’s sole option, in clause (a) of the immediately preceding sentence of this paragraph, the following substitutions may be made: (1) a project labor agreement in place of a collective bargaining agreement, and (2) an independent, nationally recognized labor organization in place of a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO. Such contractors also shall comply with all requirements in Paragraph 4.5 of this Lease. In all events, Tenant shall furnish Landlord shall approve or disapprove any proposed contractor or construction contract within three (3) Business Days after Landlord’s receipt of a written request for such approval and containing the full name and address of the contractor and/or with a complete copy set of the construction contract (as applicable). Without limiting the foregoing, Tenant’s contract with its general contractor for the construction as-built plans upon completion of the Tenant Improvements shall be subject to the approval of the Landlord as to both form and content, which approval shall not be unreasonably withheld or delayedImprovements. 2.5.2 All Tenant Improvements, regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, at Landlord’s 's election and upon notice to Tenant, Tenant shall be required to remove all or any portion of the Tenant Improvements (including Telecommunication Facilities) upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except as provided below in this subparagraph 2.5.2, if Tenant’s 's submission of its Plans and Specifications to the Landlord for approval is accompanied by a written request that Landlord identify any Tenant Improvements that Landlord may require Tenant to remove upon the expiration or earlier termination of the Lease and such request includes a notice at the top of the page having a heading in at least 12-point typeLease, bold and all capital letters stating “LANDLORD’S APPROVAL MUST IDENTIFY ANY TENANT IMPROVEMENTS WHICH LANDLORD MAY REQUIRE TENANT TO REMOVE UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE”, then Landlord shall identify such Tenant Improvements (if any) by written notice to Tenant given at the time of Landlord’s 's approval of the Plans and Specifications, and Tenant shall not be required to remove any such Tenant Improvements not so identified. However, Tenant reserves the right to amend and resubmit the Plans and Specifications within seven (7) days after receipt of Landlord’s approval thereof, which seven (7) day period shall not constitute Tenant Delay the first time Tenant so amends and resubmits the Plans and Specifications. In all events, Landlord reserves the right to require Tenant to remove any wiring and cabling installed by Tenant. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant which can be removed without damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned by Tenant and may be removed by Tenant subject to and in accordance with Paragraph 4.7 hereof, including but not limited to all servers, server racks, generators, supplemental HVAC units, furniture, phone and TV systems. 2.5.3 Tenant shall be solely responsible for the design and construction of the Tenant Improvements. Notwithstanding Landlord’s 's review and approval of the Plans and Specifications, Landlord shall have no liability to Tenant or to any other person for errors or omissions in the Plans and Specifications or in the construction of the Tenant Improvements (Landlord’s 's review and approval of the Plans and Specifications being for Landlord’s 's own purposes). Tenant shall rely solely on the advice and experience of Tenant's architect in assuring the accuracy and sufficiency of the Plans and Specifications. Tenant shall indemnify, defend, protect and hold Landlord and Landlord’s 's Agents harmless from all Claims which arise in any way, directly or indirectly from or in connection with the design and construction of the Tenant Improvements, including without limitation, claims arising from the work of Tenant’s 's architect, engineer, employees or agents, unless such design was mandated by Landlord over Tenant’s specific written objections thereto. 2.5.4 Landlord shall grant an allowance to Tenant in an amount up to the Tenant Improvement Allowance (as defined in Section 1.1 1 hereof) to be used solely to pay Tenant's contractors directly or to reimburse the Tenant for the Tenant Improvement Costs and to pay the Construction Monitoring Fee. Subject to the terms and conditions hereof, the Tenant Improvement Allowance shall be available for disbursement for Tenant Improvement Costs in monthly up to a maximum of five (5) draws (each a “"Tenant Allowance Advance”) plus one (1) final draw of the Retainage (as defined below") in the following manner. At least fifteen twelve (1512) Business Days before the date upon which the Tenant desires a Tenant Allowance Advance or an advance of the RetainageAdvance, the Tenant shall submit an itemized requisition (a “"Requisition”") on a the form acceptable to the Landlord in its reasonable discretionattached hereto as Exhibit H , stating the amount of the advance, the items(s) to be reimbursed paid from the proceeds thereof, and the date upon which the advance is desired. Each Tenant Allowance Advance shall be subject to retainage in the amount of ten percent (10%) (the “Retainage”). Landlord’s 's obligation to make any Tenant Allowance Advance, other than the Final Tenant Allowance Advance (as defined below), shall be subject to Tenant’s 's satisfaction of all of the following conditions other than item number (65), and Landlord’s 's obligation to advance make the Retainage Final Tenant Allowance Advance shall be subject to Tenant’s 's satisfaction of each and all of the following conditions numbered (1) through (6): 5): (1) Tenant shall have submitted to Landlord a certification signed by Tenant’s 's architect certifying that all work on the Tenant Improvements which has been completed through the date of such certification (which shall be no earlier than the date of the subject Requisition) has been completed in all material respects in accordance with Plans and Specifications approved by the Landlord and attaching thereto an executed waiver or release of liens from Tenant’s general contractor for the Tenant Improvements for all work performed and materials delivered through the date of such Requisition, which waiver and release shall be in such form as Landlord may reasonably require, (2) Tenant shall have provided Landlord with executed waivers or releases of liens from each of Tenant’s 's contractors, subcontractors and suppliers for all work performed and materials delivered through the date of such Requisition, which waivers and releases shall be in such form as Landlord may reasonably require, (32) Tenant shall have submitted to Landlord a certification of Tenant’s 's general contractor for the Tenant Improvements identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements through the date of such Requisition, (43) Tenant shall have furnished Landlord with copies of third party invoicesinvoices and, in the case of Tenant's written request for reimbursement to it of paid construction costs, evidence of payment of same, for all work performed and materials delivered which are included in with respect to the Tenant Improvements through the date of such Requisition, (54) at the time of such Tenant Allowance Advance there shall exist no event which is, or solely with the passage of time and/or giving of notice would be, an Event of Default, and (65) with respect to the advance of the RetainageFinal Tenant Allowance Advance, Tenant shall have submitted to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use Use, and a certification signed by Tenant’s 's architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord and attaching thereto executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s 's contractors, subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s 's general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. The foregoing items (1) through (65) above are herein collectively referred to as the “"Tenant Allowance Conditions”". Subject to satisfaction of all of the Tenant Allowance Conditions applicable to a particular Tenant Allowance Advance and/or advance of the RetainageAdvance, Landlord shall pay to Tenant or directly to Tenant's contractors, within fifteen twelve (1512) Business Days after receipt by Landlord of a written request from Tenant for a Tenant Allowance Advance or the Retainage (as applicable) in accordance with the foregoing (or on such later date as requested by Tenant)and specifying the recipient of payment, the lesser of (a) the full amount of the remaining undisbursed Tenant Improvement Allowance (after taking into account all Tenant Allowance Advances and deducting the aggregate amount of any undisbursed Retainage, except in the case of a final Requisition for the Retainage, and any unpaid balance of the Construction Monitoring Fee)Allowance, if the aggregate sum of the invoices from contractors (or paid invoices in the case of a request for reimbursement to Tenant) submitted pursuant to item (43) above equals or exceeds the full amount of the Tenant Improvement AllowanceAllowance (less the Construction Monitoring Fee), or (b) the aggregate sum of the invoices submitted pursuant to item from contractors (4) above (less the aggregate amount of any undisbursed Retainage, except or paid invoices in the case of a final Requisition request for the Retainage, and any unpaid balance of the Construction Monitoring Fee)reimbursement to Tenant) submitted pursuant to (3) above, if said aggregate sum is less than the full amount of the Tenant Improvement AllowanceAllowance (and the Construction Monitoring Fee). Except as and to the extent expressly provided in Paragraph 2.5.6 hereofthe last sentence of this paragraph, Tenant shall not be entitled to any credit, trade off or cash payment for any unused portion of the Tenant Improvement Allowance, and the Landlord shall have no obligation to Tenant with respect to any such unused portion of the Tenant Improvement Allowance. Further, notwithstanding anything herein to the contrary, in the event that Tenant has not completed the Tenant Improvements and/or satisfied all of the conditions for payment of the Tenant Improvement Allowance on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), Landlord shall have no further obligation to make any Tenant Allowance Advance. 2.5.5 In all events, on or before the date which is three hundred sixty (360) days after the Commencement Date (subject to a day for day extension for delays caused solely by Force Majeure, casualty and Landlord Delay), (a) Tenant shall complete the Tenant Improvements, and (b) if not already done pursuant to Paragraph 2.5.4 above, Tenant shall submit to Landlord an issued and effective certificate of occupancy for the Premises for the Permitted Use and a certification signed by Tenant’s architect certifying that the Tenant Improvements have been completed in accordance with Plans and Specifications approved by the Landlord, together with executed final waivers or releases of liens from Tenant’s general contractor and each of Tenant’s subcontractors and suppliers in connection with the Tenant Improvements in such form as Landlord may reasonably require, plus a certificate of Tenant’s general contractor identifying each contractor, subcontractor and supplier who performed labor and/or supplied materials for the Tenant Improvements. 2.5.6 Upon completion of the Tenant Improvements and application of the Tenant Improvement Allowance against the Tenant Improvement Costs and the Construction Monitoring Fee, if the aggregate cost of the Tenant Improvements and the Construction Monitoring Fee is less than the Tenant Improvement Allowance, Tenant may elect to apply any unexpended and unapplied balance of the Tenant Improvement Allowance (if any) up to the a maximum aggregate amount provided for in Paragraph 2.5.7 hereof shall be available to Tenant in a single draw to reimburse Tenant for Tenant Expenditures upon receipt of a draw request (a “Tenant Expenditure Draw Request”) therefor in form and substance satisfactory to Landlord together with paid invoices, bills of sale, and any other documentation reasonably requested by Landlord. Except as provided in the immediately preceding sentence, Tenant shall not be entitled to receive any rent abatement, credit or payment on account of any unexpended portion of the Tenant Improvement Allowance. 2.5.7 In no event shall the aggregate amount of the Tenant Improvement Allowance applied against or used for Tenant Expenditures exceed an amount equal to One Four Hundred Ninety Two Thousand Two Four Hundred Fifty and 00/100 Dollars ($190,250.00) (based upon Thirty-Five and 00/100 Dollars ($5.00402,435.00) per rentable square foot against (x) the monthly installments of the Premises). Notwithstanding anything to the contrary contained hereinBase Rent next becoming due hereunder until such amount has been fully applied and/or (y) Tenant's remaining rent obligations under its existing Lease of premises located at 00 Xxxxx Xxxxxxx Xxxxxx, in the event that Tenant has not submitted a Tenant Expenditure Draw Request to Landlord with all required supporting documentation by the date which is three hundred sixty (360) days after the Commencement Date (time being of the essence)Xxxxxxxxxx, Landlord shall have no further obligation to fund or otherwise advance any of the Tenant Improvement Allowance for any Tenant ExpendituresXxxxxxxxxxxxx.