Common use of Improvement Allowance Clause in Contracts

Improvement Allowance. As an inducement to lease, Landlord shall provide Tenant with an "Improvement Allowance" for Tenant's Work in the amount of Fifty-One and 25/100 Dollars ($51.25) per rentable square foot of the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) to be used for the cost of Tenant's Work. The Improvement Allowance shall be paid directly to Tenant within thirty (30) days after (a) Landlord has received a detailed breakdown of the cost of Tenant's Work, (b) a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease term.

Improvement Allowance. As Landlord hereby agrees to disburse to Tenant an inducement amount up to lease, Landlord shall provide Tenant with an "Improvement Allowance" for Tenant's Work in the amount of Fifty-One Five Hundred Thousand and 25/100 No/100ths Dollars ($51.25) per rentable square foot of the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00500,000.00) to be used as an allowance for improvements (the "Improvement Allowance"), provided, however, Landlord agrees, to the extent any amount of the Improvement Allowance remains unused, Tenant may use said amounts to defray the cost of Tenantmoving to and relocating into the Premises. Provided Tenant is not in default hereunder, Landlord's Work. The disbursement of the Improvement Allowance to Tenant shall be paid directly made in up to Tenant within four (4) installments approximately thirty (30) days after (a) apart commencing on approximately April 15, 2001. Each installment shall be in an amount equal to the invoicing incurred by Tenant in making said Improvements as of five days before disbursement, to a maximum total Tenant Allowance of $500,000.00. Provided, however, that Landlord has received a detailed breakdown of the cost of Tenant's Work, (b) a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard obligated to any rent or other charges which may be due or owing or otherwise in default disburse more than 90% (ninety percent) of the Lease, funds otherwise disbursable under this paragraph until and unless (fi) the applicable governmental authority has issued to Tenant a Certificate of Occupancy as to the Premises; (ii) Tenant has executed and delivered to Landlord an estoppel letter in a form reasonably acceptable to Landlord which includes (but may not be limited to) an acknowledgment by Tenant that Landlord is open then in full compliance with the Lease; (iii) Tenant delivers to Landlord sufficient satisfactions and/or releases of notices and/or claims of lien so as to eliminate any potential for business a claim or lien against Landlord's or Tenant's interests in the Premises and the underlying fee simple interest in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease term.

Improvement Allowance. As Landlord grants Tenant an inducement to leaseImprovement Allowance with the terms and guidelines as stipulated in Allowance (A) and Allowance (B) below: Allowance (A): Immediately upon execution of this Fifth Amendment, Landlord shall will provide Tenant with an "Improvement Allowance" Allowance for Tenant's Work in Improvements to the amount of Fifty-One Demised Premises and/or building, which must first be approved by the Landlord, not to unreasonably withheld. To qualify for reimbursement from the Landlord, the Improvements (herein after referred to as the “Qualified Improvements”) must enhance and/or add value to the Building and/or the Property and 25/100 Dollars ($51.25) per rentable square foot will be retained as the property of the Premises for a total of Three Hundred Twenty-Eight Thousand Landlord once the Tenant vacates the Premises, and 00/100 Dollars ($328,000.00) Landlord has the right to approve the proposed improvements, not to be used unreasonably withheld. Landlord will bear the financial responsibility for $0.667 out of each $1.00 expended on all Qualified Improvements, with a cap on the cost Landlord’s expenditures of Tenant's Work$321,429. The Improvement Allowance shall Tenant will bear the financial responsibility for $0.333 out of each $1.00 of each Qualified Improvements and for any other expenditures that are not deemed to be paid directly to Tenant within thirty (30) days after (a) Landlord has received a detailed breakdown of Qualified Improvements or exceed the cost of Tenant's WorkLandlord’s cap. To qualify for reimbursement from the Landlord, (b) a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work all such expenditures must be completed in accordance with made between the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, time this Fifth Amendment is executed and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termamended term which expires on 12/31/2021. Landlord will reimburse Tenant within 30 days after Tenant submits copies of paid invoices showing the work to be completed and, if applicable, the associated release of liens from the contractor. Allowance (B): Upon the execution of this Fifth Amendment, all previous financial commitments for HVAC Replacement costs will be considered null and void and the following language will apply instead. Landlord will bear the financial responsibility for $0.667 out of each $1.00 expended on the replacement of HVAC units, with a cap on the Landlord’s expenditures of $107,143. For clarification, the Improvement Allowance (A) above may also be used by Tenant towards HVAC Replacement costs. Tenant will bear the financial responsibility for $0.333 out of each $1.00 expended on the cost of each HVAC replacement and for any other such expenditures that exceed the Landlord’s cap. Landlord will reimburse Tenant within 30 days after Tenant submits copies of paid invoices showing the work to be completed and the associated release of lien from the contractor.

Improvement Allowance. As Landlord shall give Tenant an inducement allowance for Tenant's expenses incurred in the design, permitting, demolition and construction of its leasehold improvements in the Premises up to leasea maximum of three hundred ninety thousand dollars ($390,000.00) (the "Basic Allowance"). In addition, Landlord shall provide an additional allowance of up to six hundred fifty thousand dollars ($650,000.00) for the same purpose, which, if and to the extent used, shall be amortized over the term of the Lease at an annual percentage rate of ten percent (10%) and which shall be payable as Rent in monthly installments by Tenant with an at the same time and in the same manner as Rent (the "Improvement Additional Allowance" for Tenant's Work in and, together with the amount of Fifty-One and 25/100 Dollars ($51.25) per rentable square foot of Basic Allowance, the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) to be used for "Construction Allowance"). Landlord shall pay the cost of Tenant's Work. The Improvement Construction Allowance shall be paid directly to Tenant within thirty (30) days after Tenant's presentation of (aI) Landlord has received a detailed breakdown original receipted invoices marked "paid" in connection with all actual construction work performed by Tenant in the Premises, (ii) unconditional lien waivers from the general contractor and all subcontractors, (iii) an affidavit of the cost of Tenant's Workgeneral contractor indicating that, (bA) construction has been completed, (B) construction was completed in accordance with Landlord-approved plans and specifications, (C) all subcontractors, laborers and material suppliers have been paid in full, (D) a copy of the certificate of occupancy for the Leased Premises and (E) a statement by Tenant that it has been issued by accepted the appropriate governmental authority indicating that TenantPremises. Tenant shall request payment of the Construction Allowance and shall present all evidence required to obtain such payment from Landlord no later than July 1, 1998. Within 30 days after such date, Landlord and Tenant shall determine what portion of the Construction Allowance is Additional Allowance and shall execute and deliver to each other a statement setting forth the amount which shall constitute the monthly Additional Allowance repayment. Tenant may use its own architects, general contractors and subcontractors subject to Landlord's reasonable approval; however, such architects, general contractors and subcontractors must comply with Landlord's reasonable rules and regulations regarding construction work was of the Building. All improvements and alterations undertaken in the Premises shall be performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default paragraph 10 of the Lease, and (f) Tenant is open for business in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termamended herein.

Improvement Allowance. As an inducement Landlord agrees to lease, Landlord shall provide Tenant with an "Improvement Allowance" for Tenant's Work allowance in the amount of Fifty-One Hundred Sixty Thousand Two Hundred Ninety and 25/100 no/100 Dollars ($51.25160,290.00) (the "Improvement Allowance"). Only Eighty Thousand One Hundred Forty-Five and no/100 Dollars ($80,145.00) (i.e., $5.00 per rentable square foot of the Premises for a total entire Premises) of Three Hundred Twenty-Eight Thousand and 00/100 Dollars (the Allowance shall be available until the security deposit has been increased to $328,000.00) to be used for the cost 400,000 in accordance with Section 5.1 of Tenant's Workthis Lease. The Improvement Allowance shall be paid applied against the actual costs and expenses incurred in connection with Alterations for the renovation of the Premises and for the cost of architectural and design services in connection therewith. Landlord shall pay the Improvement Allowance directly to Tenant within thirty (30) days after (a) Landlord has received a detailed breakdown or, at Landlord's option, jointly to Tenant and Tenant's contractor or architect, upon satisfaction of the cost of following conditions: (i) Tenant's Workoccupancy of the Premises; (ii) receipt by Landlord of appropriate paid receipts or invoices and lien waivers from the architect, (b) a certificate of occupancy has been issued contractor and all subcontractors covering all work performed by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local architect, contractor and state codes and that the Premises are acceptable for occupancy, which work subcontractors; (iii) all Alterations must be completed in accordance comply with the Plans approved terms of this Article X; and (iv) no event shall have occurred that would constitute a default under this Lease. If requested by LandlordTenant, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default make progress payments of the Lease, Improvement Allowance provided no default has occurred under this Lease and (f) Tenant is open for business can demonstrate to Landlord that Tenant has sufficient funds in addition to the Premises. No available remaining amount of the Improvement Allowance to complete the tenant improvements including any cost overruns in connection therewith. Requisitions for any advance of the Improvement Allowance will be processed by Landlord as soon as all required documentation has been received. Tenant acknowledges that payment is usually made within thirty to sixty days after submission of the complete requisition. From the Improvement Allowance, Landlord may withhold a fee for construction management of three percent (3%) of the total of the Improvement Allowance plus any amounts in excess of the Improvement Allowance due from Tenant for the initial renovation of the Premises; however, said three percent shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In deferred on the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance disbursed before the security deposit is increased 15 and shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with paid from the formula set forth below) shall be due from balance of the Improvement Allowance after the security deposit has been increased. If Tenant as additional rent payable in does not use all of the Improvement Allowance, Tenant may use a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of the Improvement Allowance for telephones, computer equipment, and cabling therefor provided such equipment is installed in the Premises. Tenant may reserve a portion of the Improvement Allowance for tenant improvements in the Expansion Premises, including the removal of the demising wall; however, no interest shall accrue on any unfunded portion of the Improvement Allowance. A = Amount If Tenant has not requested any portion of the Improvement Allowance plus simple interest at 12% per annum from by December 31, 2001, the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termremaining portion shall be forfeited.

Improvement Allowance. As an inducement to leaseTenant shall be responsible for bearing all costs and expenses of completing Tenant’s Work, provided that Landlord shall provide pay Tenant with an "Improvement Allowance" for Tenant's ’s actual soft and hard construction costs for Tenant’s Work in the amount (including, without limitation, design, engineering, permitting, and cabling costs), up to a maximum of FiftyOne Hundred Twenty-One Seven Thousand Nine Hundred Ten and 25/100 No/100 Dollars ($51.25127,910.00) per rentable square foot of (the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) “Allowance”), subject to be used for the cost of Tenant's Work. The Improvement Allowance shall be paid directly to Tenant within thirty (30) days after following: (a) Landlord has received a detailed breakdown of Tenant must have completed Tenant’s Work in accordance with the cost of Landlord-approved Tl Plans and specifications (provided that Tenant is permitted to request progress payments from the Allowance and, in such case, only the Tenant's Work, ’s Work for which payment is requested will have been completed in accordance with the Landlord-approved Tl Plans and specifications). (b) For the final payment, a Notice of Completion has been properly recorded for Tenant’s Work and 35 days have elapsed since the date of such recording. (c) For the final payment, Tenant has submitted a complete set of “as built” plans and specifications to Landlord. (d) Tenant has provided to Landlord copies of all insurance certificates required under the Lease. (e) For the final payment and if applicable, a final, unconditional certificate of occupancy for the Expansion Premises has been issued by the appropriate governmental authority indicating agency, and a copy thereof provided to Landlord. (f) Tenant has provided Landlord with all outstanding unconditional waivers and releases upon final payment for material and labor lien releases from Tenant’s Contractor, subcontractors, and suppliers. Said outstanding lien releases must total at least the amount of Landlord’s outstanding construction allowance to Tenant. (g) Tenant has provided Landlord all construction warranties and guarantees in connection with construction of Tenant’s Work. (h) Landlord has inspected and approved the Tenant’s Work and is satisfied that the Tenant's construction work was ’s Work has been performed in accordance with local a good and state codes and that the Premises are acceptable for occupancy, which work must be completed workmanlike manner in accordance with the Plans approved by Plans; provided, however, no such inspection shall impose any liability upon Landlord, (c) nor absolve Tenant or Tenant’s Contractor from liability for any defect or failure to comply with the requirements hereof. Landlord acknowledges and agrees that Tenant has received an affidavit the right to use the Allowance at any time, or from time to time, during the period commencing on the Suite 1440 Expansion Premises Effective Date and continuing through the New Expiration Date. 4.1 The Allowance will not be applied towards Tenant's general contractor stating ’s furniture, fixtures, furnishings, signs, equipment, or other items of personal property, or any monetary obligations of Tenant under the Amendment, all of which shall be Tenant’s sole responsibility and expense. The Allowance will be used only to pay the hard and soft cost of tenant improvements that all contractorsshall become the property of Landlord and remain upon and be surrendered with the Expansion Premises, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result part thereof, at the end of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers the Term of the Lease. The Allowance is only applicable as to the initial term of the Amendment and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent extension or other charges which may be due option periods. For the avoidance of any doubt, at the expiration or owing or otherwise in default earlier termination of the Lease, and (f) Tenant is open for business any remaining funds in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventorythe sole property of Landlord. 4.2 All fees, as a setoff against rentpermits, to pay for Tenant's moving costs or furnitureutility charges, or any other charges owing assessments associated with the construction of Tenant’s Work are Tenant’s responsibility to Landlord pay, but may be paid by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's ’s behalf and such unamortized portion (in accordance with from the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termif not paid directly by Tenant.

Improvement Allowance. As an inducement to leaseProvided Tenant is not in default of the Lease, Landlord shall agrees to provide to Tenant with an allowance (the "Improvement Allowance" for Tenant's Work ") in the an amount of up to Six Hundred Fifty-One Five Thousand Seven Hundred Sixty-Nine and 25/100 84/100 Dollars ($51.25655,796.84) (or Eight and 66/100 Dollars ($8.66) per rentable square foot of the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00Premises) to be used applied solely to the Construction Costs. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the cost of Tenant's Workstated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. The Improvement Allowance Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall be paid directly to Tenant pay the costs covered by such payment request within thirty (30) days after following receipt thereof (a) but Landlord has received a detailed breakdown of the cost of Tenant's Work, (b) a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be obligated to make more than one (1) such payment in arrears with regard any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to any rent or other charges which may be due or owing or otherwise in default of the Leasepay, and (f) Tenant is open for business in the Premises. No aggregate, an amount in excess of ninety percent (90%) of the Improvement Allowance shall be allowed to purchase until satisfaction of the following conditions: (A) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with the construction of the Tenant Improvements; and (B) Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing delivery to Landlord of all receipts, invoices or other documentation necessary to substantiate all costs payable by ▇▇▇▇▇▇Landlord hereunder. In If Tenant does not expend all of the event Tenant Improvement Allowance for Construction Costs as permitted hereunder on or before the date which is in default under twelve (12) months after the Lease beyond Commencement Date, any applicable grace period and Landlord thereafter terminates this Lease, the unamortized unused portion of the Improvement Allowance not so used shall be deemed sums advanced retained by Landlord. Notwithstanding the foregoing, Tenant may elect to use all or any portion of the unused Improvement Allowance to defray Annual Base Rent payable by Tenant pursuant to the Lease, provided that Tenant gives written notice to Landlord on of Tenant's behalf and election to utilize such unamortized portion credit at least sixty (in accordance with 60) days prior to the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date any installment of termination. LM = Total months during the initial Lease term. AND RM = Remaining months Annual Base Rent for which Tenant elects to the end of the initial Lease termuse such credit.

Improvement Allowance. As an inducement to leaseProvided Tenant is not in default of the Lease, Landlord shall agrees to provide to Tenant with an "allowance (the “Improvement Allowance" for Tenant's Work ”) in the an amount of Fifty-up to One and 25/100 Million Five Hundred Eighteen Thousand Nine Hundred Fifty Dollars ($51.251,518,950,00) (or Forty-Two and 50/100 Dollars ($42.50) per rentable square foot of the Premises for a total of Three Premises) to be applied solely to the Construction Costs. Notwithstanding the foregoing, Tenant hereby expressly acknowledges and agrees that Tenant shall expend no less than One Million One Hundred TwentySixty-Eight One Thousand and 00/100 Five Hundred Fifty Dollars ($328,000.001,161,550.00) (or Thirty-Two and 50/100 Dollars ($32.50). per rentable square foot of the Premises) on Construction Costs associated with the construction of the Tenant Improvements. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be used accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the cost of Tenant's Workstated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. The Improvement Allowance Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall be paid directly to Tenant pay the costs covered by such payment request within thirty (30) days after following receipt thereof (a) but Landlord has received a detailed breakdown of the cost of Tenant's Work, (b) a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be obligated to make more than one (1) such payment in arrears with regard any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to any rent or other charges which may be due or owing or otherwise in default of the Leasepay, and (f) Tenant is open for business in the Premises. No aggregate, an amount in excess of ninety percent (90%) of the Improvement Allowance shall be allowed until satisfaction of the following conditions: (A) Tenant’s occupancy of the Premises; (B) if previously submitted by Landlord to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing ’s execution and delivery to Landlord by ▇▇▇▇▇▇. In of the event Tenant is in default under Declaration attached to the Lease beyond as Exhibit C; (C) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with the construction of the Tenant Improvements; and (D) Tenant’s delivery to Landlord of all receipts, invoices or other documentation necessary to substantiate all costs payable by Landlord hereunder. If Tenant does not expend all of the Improvement Allowance for Construction Costs as permitted hereunder within nine (9) months of the Effective Date, any applicable grace period and Landlord thereafter terminates this Lease, the unamortized unused portion of the Improvement Allowance not so used shall be deemed sums advanced retained by Landlord on Tenant's behalf and such unamortized Landlord. Notwithstanding the foregoing, Tenant may elect to use all or any portion of the unused Improvement Allowance (but in accordance with no event more than Three Hundred Fifty-Seven Thousand Four Hundred Dollars ($357,400.00) (or Ten Dollars ($10.00) per rentable square foot of the formula set forth belowPremises)) shall be due from to defray (x) Annual Base Rent payable by Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under pursuant to the Lease. Amortization Formula U = A x , provided that Tenant gives written notice to Landlord of Tenant’s election to utilize such credit at least ten (RM ÷ LM10) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from business days prior to the due date of this Lease until the date any installment of termination. LM = Total months during the initial Lease term. AND RM = Remaining months Annual Base Rent for which Tenant elects to use such credit, or (y) Tenant’s costs associate with its move to the end of the initial Lease termPremises (excluding legal fees).

Improvement Allowance. As an inducement The 10th sentence of Section 38 of the Lease is hereby deleted in its entirety and shall be replaced with the following: After Tenant pays the initial $2,000,000 towards the cost of the Tenant’s Work of the Tenant Allowance total of a maximum of $7,000,000, which payment will be verified by delivery to leaseLandlord of satisfactory proof thereof, Landlord shall provide Tenant with an "Improvement Allowance" pay directly to Tenant’s contractors all sums required to be paid for Tenant's ’s Work in up to the amount of Fifty-One and 25/100 Dollars (remaining $51.25) per rentable square foot 5,000,000 of the Premises for a Tenant Allowance total of Three Hundred Twenty-Eight Thousand a maximum of $7,000,000, which payments shall be made as Tenant’s Work progresses, but not more than once in any calendar month. Landlord shall pay such requests for payment within thirty (30) days following the date that Tenant delivers to Landlord (i) a statement certified by the chief financial officer of Tenant or Tenant’s Director of Construction showing in reasonable detail the actual amount spent for the performance of the Tenant’s Work that is included in such request for payment and 00/100 Dollars (ii) a description of the work performed. Simultaneously upon payment from Landlord to Tenant’s contractor, Tenant shall coordinate the delivery to Landlord of partial lien waivers for Tenant’s Work covered by such payments from Tenant’s general contractor and all subcontractors for such work performed. Upon the completion of Tenant’s Work, Landlord shall reimburse Tenant to the extent applicable, for the initial $328,000.00) to be used for 2,000,000 of the Tenant Allowance total of a maximum of $7,000,000 advanced by Tenant towards the cost of Tenant's ’s Work. The Improvement Allowance Such payment shall be paid directly made by Landlord to Tenant within thirty (30) days after following the date that (a) Landlord has received a detailed breakdown of the cost of Tenant's Work, (b) Tenant obtains a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with of Tenant's ’s Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (fb) Tenant is open delivers to Landlord (i) a statement certified by the chief financial officer of Tenant showing in reasonable detail the actual amount spent for business in the Premises. No amount performance of Tenant’s Work; (ii) a description of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as work performed; and (iii) a setoff against rent, to pay lien waiver from tenant’s general contractor and all subcontractors for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In such work performed (the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease term“Reimbursement Documentation”).

Improvement Allowance. As an inducement 5.3.1 All Tenant Improvements to leasethe Leased Premises shall be done in strict accordance with the terms and provisions of Section 7.2 of the Lease; provided, however, that the supervision fee of ten percent (l0%) referenced therein is hereby revised to be five percent (5%) of the total amount invoiced by Tenant’s general contractor for performance of the Tenant Improvements. Such general contractor shall be selected by Tenant from a list of general contractors supplied by Landlord (or, if Tenant’s proposed general contractor is not listed as a pre-approved general contractor, such general contractor shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed), and Tenant shall deliver to Landlord notice of its selection of the contractor upon such selection. All subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the contractor to be known collectively as “Tenant’s Agents”) must be approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed; provided that, in any event, Tenant must contract with Landlord’s base building subcontractors for any mechanical, electrical, plumbing, life safety, structural, heating, ventilation, and air-conditioning work in the Leased Premises. If requested by Landlord, Tenant’s Agents shall all be union labor in compliance with the master labor agreements existing between trade unions and the local chapter of the Associated General Contractors of America. Subject to the terms and provisions hereof, Landlord shall provide Tenant with agrees to contribute an "Improvement Allowance" for Tenant's Work in the amount of Fiftynot to exceed Four Hundred Sixty-One and 25/100 Two Thousand Two Hundred Dollars ($51.25462,200.00) (representing an amount equal to $20.00 per rentable square foot of the Premises entire Leased Premises) toward the hard and soft costs associated with such Tenant Improvements (the “Improvement Allowance”). 5.3.2 Periodically during the design and construction of the Tenant Improvements, but not more frequently than once a month, Tenant shall deliver to Landlord: (i) a request for payment approved by Tenant, in a total form to be provided by Landlord, showing the schedule, by trade, of Three Hundred Twentypercentage of completion of the Tenant Improvements in the Leased Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices for labor rendered and materials delivered to the Leased Premises; (iii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California law, and unconditional releases (with respect to payments previously made); and (iv) all other information reasonably requested in good faith by Landlord. On or before the date that is thirty (30) days following Landlord’s receipt and approval of Tenant’s application for payment, Landlord shall deliver a check to Tenant made payable Tenant in payment of the lesser of (A) the amounts so requested by Tenant, as set forth in this Section, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) (it being agreed that the Final Retention referenced herein shall not be duplicative of any retention held by Tenant’s general contractor) and (B) the balance of any remaining available portion of the Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-Eight compliance of any work with any plans, specification or drawings approved by Landlord, or due to any substandard work, or for any other reason; provided, however, that no such retention shall be duplicative of the retention Tenant may withhold pursuant to its agreement with its general contractor and no such deduction shall be applicable to amounts due to Tenant’s consultants, architects, suppliers of materials or other contractors who are performing review and/or consulting services (as opposed to contractors or vendors who are performing work at the Building), or for Non-Construction Allowance Items, or any amounts requested pursuant to Section 5.3.3. A check for the Final Retention payable to Tenant shall be delivered by Landlord to Tenant following the completion of construction of the Tenant Improvements in the Leased Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with California law, and (ii) Landlord has determined, in good faith, that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building. Notwithstanding the foregoing, with respect to fees and expenses of any architects, engineers or any other pre-construction items for which the payment scheme set forth in item (ii) or (iii) of the immediately preceding sentence is not applicable (collectively, the “Non-Construction Allowance Items”), Landlord shall make disbursements of the Improvement Allowance therefor on a monthly basis following Landlord’s receipt of invoices and other reasonable evidence that Tenant has incurred the cost for the applicable Non-Construction Allowance Items, (unless Landlord has received a preliminary notice in connection with such costs, in which event conditional lien releases must be submitted in connection with such costs) and such other information and documentation reasonably required by Landlord. 5.3.3 Notwithstanding anything herein to the contrary, Tenant shall be entitled to apply up to Seventy Thousand and 00/100 Dollars ($328,000.0070,000.00) to be used for of the cost of Tenant's Work. The Improvement Allowance toward a previously completed upgrade to the 16th floor computer room electrical and air conditioning systems, which amount shall be paid directly to Tenant disbursed by Landlord within thirty (30) days after following receipt by Landlord of invoices or other reasonable documentary evidence that Tenant has incurred the cost for the item(s) for which Tenant is seeking reimbursement (a) unless Landlord has received a detailed breakdown preliminary notice in connection with any such costs, in which event conditional lien releases must be submitted in connection with the same). 5.3.4 If Tenant does not submit a request for payment of the cost of Tenant's Work, (b) a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed entire Improvement Allowance to Landlord in accordance with the Plans approved provisions contained in this Amendment by LandlordMarch 31, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors2010, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to then any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance which has not theretofore been requested shall accrue to the sole benefit of Landlord, it being agreed that, subject to the following, Tenant shall not be deemed sums advanced entitled to any credit, offset, abatement or payment with respect thereto. 5.3.5 Landlord has established specifications (the “Specifications”) for the Building standard components to be used in the construction of the Tenant Improvements in the Leased Premises (collectively, the “Construction Procedures”), which Specifications have been received by Landlord on Tenant's behalf and such unamortized portion (in accordance . The Tenant Improvements shall comply with the formula set forth below) Specifications for all Tenant Improvement components which have been pre-approved by Landlord. With respect to all other Tenant Improvement components, Tenant shall be due from Tenant as additional rent payable in a lump sum as an additional remedy utilize materials and finishes which are not of lesser quality than the Specifications. Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months may make changes to the end of Specifications for the initial Lease termConstruction Procedures from time to time.

Improvement Allowance. As an inducement Within thirty (30) days following Landlord's receipt of the lien waivers and the certificate of occupancy required by the terms of the preceding paragraph, together with documentation substantiating to leaseLandlord's reasonable satisfaction Tenant's actual cost incurred in constructing the Improvements, Landlord shall provide reimburse Tenant with for such cost in an "Improvement Allowance" for Tenant's Work in the amount up to, but not exceeding, an allowance of Fifty-One and 25/100 Thirty Dollars ($51.2530.00) per rentable square foot of the Premises for a total of Three Premises, which amount the parties hereby agree is Six Hundred TwentySixty-Eight Thousand and 00/100 one Thousand, Five Hundred Sixty Dollars ($328,000.00661,560.00) (the "Allowance"), Tenant shall be fully liable for any cost of constructing the Improvements in excess of the Allowance. In the event that the cost of the Improvements for which reimbursement is sought by Tenant from Landlord pursuant to this paragraph is less than the full amount of the Allowance, then the difference between the Allowance and the cost of the Improvements reimbursed to Tenant hereunder shall be credited against Tenant's rental as the same becomes due and payable hereunder until the entire amount of such credit has been exhausted. EXHIBIT D HAZARDOUS MATERIALS LIST EXHIBIT E RULES AND REGULATIONS 1. Tenant shall not obstruct the sidewalks, entry passages, corridors, halls, elevators or stairways, or use them for any purpose other than ingress and egress. Tenant shall not cover or obstruct the floors, or skylights and windows which reflect or admit light into any place in the Building in which the Premises are located. Nothing shall be thrown by Tenant, its agents, employees or contractors out of the windows or doors, or down the passages of the Building. The water closets and other water apparatus shall not be used for the any purpose other than those for which they were constructed, and no sweepings, rubbish, or other obstructing substances, shall be thrown therein. The cost of repairing any damage resulting to any water apparatus, or to associated systems from the misuse of same by Tenant's Work. The Improvement Allowance , its agents, employees or contractors, shall be paid directly by Tenant. 2. Tenant shall not inscribe, paint, or affix any advertisement or other notice to Tenant within thirty (30) days after (a) Landlord has received a detailed breakdown any part of the cost outside or inside of Tenant's Workthe Building, (b) a certificate except upon the doors of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that Premises. Any advertisement or other notice placed upon the doors of the Premises are acceptable for occupancyshall be of such order, which work must size and style, and at such places as shall be completed designated by Landlord. Signage at the entrance of the Premises, identifying Tenant as a tenant of the Building, will be provided by Landlord in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result signage provisions of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) this Lease. 3. Tenant shall not do or permit to be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business done in the Premises, or bring or keep anything therein, which shall in any way increase the rate of fire insurance on the Building or the Property, (only artificial and fire resistant Christmas trees and/or decorations are permitted), or obstruct or interfere with the rights of other Tenants, or in any way injure or annoy them, or conflict with any of the rules and ordinances of the Board of Health. Tenant, its agents, employees and contractors shall maintain order in the Building, shall not make or permit any improper or offensive noise within the Premises or the Building, shall not permit any noxious or offensive odors to permeate any of the Common Areas of the Building or Project, and shall not interfere in any way with other tenants rights of quiet enjoyment or the rights of quiet enjoyment of those having business with other tenants of the Building. No amount rooms shall be occupied or used as sleeping lodging apartments at any time. No part of the Improvement Allowance Building shall be allowed to purchase Tenant's inventoryused or in any way appropriated for gambling, as a setoff against rentimmoral or other unlawful practices, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance no intoxicating liquors shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (sold in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termsaid Building.

Improvement Allowance. As an inducement a. It is understood and agreed that Tenant shall retain its possession of the Premises during the Extension Period in its "AS-IS" condition as without any agreements, representations, understandings or obligations on the part of Landlord to leaseperform any alterations, repairs or improvements or, to provide any allowance for same, except as expressly set forth in Section 7.b. below. b. Subject to the following terms and conditions, and provided that Tenant is not then in default of its obligations under the Lease beyond any applicable notice and cure period, Landlord shall provide Tenant with an improvement allowance {the "Improvement Allowance" for Tenant's Work in the amount ") of Fiftyup to Twenty-One five Thousand Two Hundred Thirty and 25/100 Zero/100 Dollars ($51.2525,230.00) (the "Allowance") (i.e., $5.00 per rentable square foot of the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) to be used for the cost of Tenant's WorkPremises). The Improvement Allowance shall be paid directly available to Tenant to be applied solely to the Construction Costs (hereinafter defined). As used herein, the term "Construction Costs" means the costs and expenses incurred by Tenant for the design and construction of Alterations which Tenant desires to undertake in and to the Premises following the Effective Date. Partial payments shall be made on a monthly basis for Construction Costs, provided that Tenant delivers a written request (a "Draw Request") to Landlord at least thirty (30) days in advance of the date on which Tenant requests such disbursement by Landlord. Each Draw Request shall be accompanied by (1) the general contractor's or subcontractor's application for payment (including, if applicable, an architect's certification thereof) setting forth a detailed description of the work completed (including the percentage of the total job which the work with respect to which the contractor seeks payment represents) and the total cost of such work; (2) invoices for design, architectural or permit costs incurred by Tenant; (3) a written approval by Tenant and, if applicable, its architect of the contractor's application of payment and the work performed by the contractor(s); and (4) partial lien waivers (or, with respect to the final Draw Request, final lien waivers) and releases of mechanic's and materialmen's liens from the general contractor, subcontractors and material suppliers providing work or services in or to the Premises. Landlord shall make partial payments of the Improvement Allowance within thirty (30) days after receipt of a Draw Request from Tenant, provided that such Draw Request is accompanied by all applicable information and documentation set forth in (a) Landlord has received a detailed breakdown of the cost of 1)-(4), above. Tenant's Work, (b) final Draw Request shall include a certificate of occupancy has been issued substantial completion prepared by the appropriate governmental authority indicating that Tenant or, if applicable, Tenant's construction work was performed in accordance with local architect and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that shall also include all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original applicable final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business in the Premiseswaivers. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized Any portion of the Improvement Allowance not requisitioned by Tenant as permitted above on or before the first anniversary of the Effective Date, shall be deemed sums advanced forfeited by Landlord on Tenant's behalf Tenant and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termretained by Landlord.