Common use of Improvements Allowance Clause in Contracts

Improvements Allowance. The actual costs of design, permitting and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Improvements Costs”. Landlord hereby agrees to grant to Tenant an allowance in an amount equal to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) the number of rentable square feet of the Premises (the “Improvement Allowance”), to be applied toward the Leasehold Improvements Costs. Tenant may draw funds from the Improvement Allowance in three (3) equal installments upon the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, and construction costs incurred by Tenant with respect to leasehold improvements in and to the Premises. Tenant shall furnish a written requisition, in order to obtain release of any portion of the Improvement Allowance, which requisition shall be accompanied by appropriate invoices and lien releases and other documentation reasonably requested by Landlord, from the architect, engineer, general contractor, all subcontractors, and all suppliers of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees perform the Tenant’s Work, Tenant may be reimbursed for the reasonable costs of such work up to a maximum of $10,000 of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay to Tenant the amount of such requisition(s) (up to the amount of the Improvement Allowance) within thirty (30) days of receipt and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied by final lien waivers from the contractor, and all subcontractors and suppliers of materials, and shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply with the reasonable requirements imposed by Landlord’s lender in connection with the design and construction of, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to Tenant.

Improvements Allowance. The actual costs of design, permitting and construction of Tenant’s Work Landlord shall be referred to hereinafter as the “Leasehold Improvements Costs”. Landlord hereby agrees to grant make available to Tenant an a tenant improvement allowance of up to $500,000 in an amount equal to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) the number of rentable square feet of the Premises aggregate (the “Improvement Allowance”) for the design and construction of fixed and permanent improvements desired by and performed by Tenant and reasonably acceptable to Landlord to the Building (the “Improvements”), which Improvements shall be constructed pursuant to a scope of work acceptable to Landlord and Tenant. Landlord’s approval of such scope of work may be applied toward granted or withheld in Landlord’s sole and absolute discretion if the Leasehold Improvements Costsaffect the Building or Building Systems. The Improvement Allowance shall be available only for the design and construction of the Improvements. Tenant acknowledges that upon the expiration of the term of the Lease, the Improvements shall become the property of Landlord and may draw funds from not be removed by Tenant. Except for the Improvement Allowance in three (3) equal installments upon Allowance, Tenant shall be solely responsible for all of the execution costs of this the Improvements. The Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of the Lease, June 1except as otherwise expressly provided in this First Amendment. The contractor for the Improvements shall be selected by Tenant, 2003 and January 31subject to Landlord’s reasonable approval. Prior to the commencement of the Improvements, 2004, Tenant shall deliver to pay architectural, engineeringLandlord a copy of any contract with Tenant’s contractors, and construction costs incurred by Tenant with respect to leasehold improvements in certificates of insurance from any contractor performing any part of the Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and to the Premisesworkers’ compensation insurance. Tenant shall furnish cause the general contractor to provide a written requisitioncertificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above. During the course of design and construction of the Improvements, Landlord shall reimburse Tenant for the cost of the Improvements once a month against a draw request in order Landlord’s standard form, containing evidence of payment of the applicable costs and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily and reasonably obtains, to obtain release the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Improvements (and prior to any final disbursement of the Improvement Allowance) Tenant shall deliver to Landlord the following items: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for the Improvements, if applicable. Notwithstanding the foregoing, if the cost of the Improvements exceeds the Improvement Allowance, Tenant shall be required to pay such excess in full prior to Landlord having any obligation to fund any remaining portion of the Improvement Allowance, . The Improvement Allowance shall only be available for use by Tenant for the design and construction of the Improvements commencing on the date of this First Amendment through the date that is one year after the date of this First Amendment (the “Outside Allowance Date”). Any portion of the Improvement Allowance which requisition has not been properly requested by Tenant from Landlord on or before the Outside Allowance Date shall be accompanied forfeited and shall not be available for use by appropriate invoices and lien releases and other documentation reasonably requested by LandlordTenant. In addition to the Improvement Allowance, from the architect, engineer, general contractor, all subcontractors, and all suppliers of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees perform the Tenant’s Work, Landlord shall reimburse Tenant may be reimbursed for the reasonable costs of such work up incurred by Tenant to a maximum of $10,000 cause the door from the elevator lobby to the Premises to be in compliance with minimum ADA requirements in effect as of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completeddate of this First Amendment (the “Compliance Improvements”). Landlord Tenant shall pay to Tenant perform the amount of such requisition(s) (up to Compliance Improvements concurrent with the amount performance of the Improvement Allowance) within thirty (30) days of receipt and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied by final lien waivers from the contractor, and all subcontractors and suppliers of materials, Improvements and shall include a copy use materials reasonably acceptable to Landlord in the construction of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply with the reasonable requirements imposed by Landlord’s lender in connection with the design and construction of, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to TenantCompliance Improvements.

Improvements Allowance. The actual costs Commencing on the Second Expansion Premises Commencement Date, Landlord shall make available to Tenant a tenant improvement allowance of designup to $5.00 per rentable square foot of the Premises, permitting or $269,900 (the “Improvements Allowance”) for the design and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Improvements Costs”. Landlord hereby agrees to grant to fixed and permanent improvements desired by and performed by Tenant an allowance in an amount equal to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) the number of rentable square feet of the Premises (the “Improvement AllowancePremises Improvements”). Except as otherwise provided in this Section 8, to the Improvements Allowance shall be applied toward available only for the Leasehold Improvements Costs. Tenant may draw funds from the Improvement Allowance in three (3) equal installments upon the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, design and construction costs incurred by Tenant with respect to leasehold improvements of Premises Improvements in and to the Premises. Tenant acknowledges that upon the expiration of the Term of the Lease, the Premises Improvements shall furnish become the property of Landlord and may not be removed by Tenant. Notwithstanding anything to the contrary contained herein, except as otherwise provided in Section 10 below, the Improvements Allowance shall not be used to purchase any furniture, personal property or other non-Building system materials or equipment, including, but not limited to, Tenant’s voice or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the Premises. Except for the Improvements Allowance, Tenant shall be solely responsible for all of the costs of the Premises Improvements. The Premises Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of the Lease. The contractor for the Premises Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Prior to the commencement of the Premises Improvements, Tenant shall deliver to Landlord a written requisitioncopy of any contract with Tenant’s general contractor, and certificates of insurance from any contractor performing any part of the Premises Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above. During the course of design and construction of the Premises Improvements, Landlord shall reimburse Tenant for the cost of the Premises Improvements once a month against a draw request in order Landlord’s standard form, containing evidence of payment of the applicable costs and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to obtain release the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Premises Improvements (and prior to any final disbursement of the remaining Improvements Allowance) Tenant shall deliver to Landlord the following items: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Premises Improvements and final lien waivers from all such contractors and subcontractors; and (ii) ”as built” plans for the Premises Improvements. Notwithstanding the foregoing, if the cost of the Premises Improvements exceeds the Improvements Allowance, Tenant shall be required to pay such excess in full prior to Landlord having any obligation to fund any of the Improvements Allowance. The Improvements Allowance shall only be available for use by Tenant for the construction of the Premises Improvements in the Premises until the date that is 12 months after the Second Expansion Premises Commencement Date, and any portion of the Improvement Allowance, Improvements Allowance which requisition has not been requested by Tenant in accordance with this Section 8 on or before the date that is 12 months after the Second Expansion Premises Commencement Date shall be accompanied by appropriate invoices and lien releases and other documentation reasonably requested by Landlord, from the architect, engineer, general contractor, all subcontractors, and all suppliers of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees perform the Tenant’s Work, Tenant may be reimbursed for the reasonable costs of such work up to a maximum of $10,000 of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay to Tenant the amount of such requisition(s) (up to the amount of the Improvement Allowance) within thirty (30) days of receipt and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied by final lien waivers from the contractor, and all subcontractors and suppliers of materials, forfeited and shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may no longer be financed available for use by Landlord, and Tenant shall comply with the reasonable requirements imposed by Landlord’s lender in connection with the design and construction of, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to Tenant.

Improvements Allowance. The actual costs of design, permitting and construction Initial Improvements (as well as installation of Tenant’s Work shall own trade fixtures, equipment, and furniture) are to be referred to hereinafter as the “Leasehold Improvements Costs”constructed at Tenant’s expense. Landlord hereby agrees has agreed to grant provide Tenant with an improvement allowance of up to Tenant an allowance in an amount equal to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) the number of rentable square feet of the Premises 250,710.00 (the “Improvement Improvements Allowance”), to be applied toward the Leasehold cost of the Initial Improvements. Up to $83,750.00 of the Improvements CostsAllowance may be used by Tenant for moving, cabling costs, and furniture costs related to the New Premises. Tenant may submit requests for disbursements of the Improvements Allowance not more than monthly. To draw funds on the Improvements Allowance, Tenant must submit to Landlord a written notice requesting disbursement, together with (i) invoices for all costs included in the request for disbursement; (ii) proof that such costs have been paid, including appropriate lien waivers in a form acceptable to Landlord; and (iii) such other documentation as Landlord may reasonably request. Landlord shall make disbursements from the Improvement Allowance in three (3) equal installments upon the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, and construction costs incurred by Tenant with respect to leasehold improvements in and to the Premises. Tenant shall furnish a written requisition, in order to obtain release of any requested portion of the Improvement Improvements Allowance within sixty (60) days following Landlord’s receipt of a proper request for disbursement and Landlord may make such disbursements to Tenant or pay directly to Tenant’s contractors, as agreed to by Landlord and Tenant. Tenant will be responsible for paying the excess of the cost of the Initial Improvements over the Improvements Allowance. In the event the actual cost of the Initial Improvements is less than the Improvements Allowance, which requisition Tenant shall not be entitled to any additional Initial Improvements or a rebate or credit against Rent, and the unused portion of the Improvements Allowance shall remain the property of Landlord. If the Initial Improvements to be constructed with the Improvements Allowance have not been substantially completed (as defined herein) on or prior to December 31, 2021, Landlord’s obligation to provide the Improvements Allowance shall terminate and expire and Tenant shall be accompanied solely responsible for all costs associated with construction of the Initial Improvements. No disbursement of any part of the Improvements Allowance by appropriate invoices and lien releases and other documentation reasonably requested by LandlordLandlord will constitute acceptance of any condition of the Initial Improvements, from the architectan approval of any action taken or omission of Tenant or its contractors, engineer, general contractor, all subcontractors, and all suppliers material suppliers, or waive any other rights or claims that Landlord might have at law or in equity. In the event that Landlord does not make disbursement of materialsthe Improvements Allowance within sixty (60) days following Landlord’s receipt of a proper request for disbursement, as applicable, for whom Tenant shall provide a second written notice to Landlord requesting payment is sought in said requisitionwithin ten (10) business days following Landlord’s receipt of such notice. To the extent that Tenant’s employees perform the Tenant’s WorkIf Landlord fails to make payment within such ten (10) business day period, Tenant may be reimbursed for offset the reasonable costs of such work up to a maximum of $10,000 of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay to Tenant the requested disbursement amount of such requisition(s) (up to the amount of the Improvement Allowance) within thirty (30) days of receipt and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied by final lien waivers from the contractor, and all subcontractors and suppliers of materials, and shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply with the reasonable requirements imposed by Landlord’s lender in connection with the design and construction of, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to Tenantagainst Rent.

Improvements Allowance. The actual costs of design, permitting and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Improvements Costs”. (a) Landlord hereby agrees to grant to Tenant an allowance in will pay an amount equal to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) the number of 50.00 per rentable square feet foot of the Premises (the “Improvement Improvements Allowance”), to be applied ) toward the Leasehold cost of the design and construction of the Tenant Improvements, including, but not limited to, (i) the fees of the Architect, consulting fees, fees for engineering, mechanical and electrical services, construction and/or project management fees, (ii) costs of any changes in the Base Building Work when such changes are required by the Final Plans, (iii) information technology, telephone/data cabling and building permits associated with the Tenant Improvements, (iv) sales and use taxes and Title 24 fees, and (v) the Coordination Fee (the “Total Cost”); provided, however that the Improvements CostsAllowance may not be used for any costs associated with the design and construction of the Non-Standard Improvements or any of the Special Tenant Improvements (collectively, the “Tenant Obligations”). Notwithstanding the foregoing, in no event shall Tenant may draw funds be permitted to use more than seven and 50/100 dollars ($7.50) per rentable square foot of the Premises from the Improvement Improvements Allowance in three (3) equal installments upon the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, architectural and engineering fees (combined). The Total Cost shall include all costs associated with the design and construction costs incurred of the Tenant Improvements, including, without limitation, all building permit fees, payments to design consultants for services and disbursements, all preparatory work, premiums for insurance and bonds, general conditions, such inspection fees as Landlord may reasonably incur, reimbursement to Landlord for permit and other fees Landlord may reasonably incur that are fairly attributable to the Tenant Improvements work and the cost of installing any additional electrical capacity or telecommunications capacity required by Tenant with respect to leasehold improvements in and the Tenant Obligations. In addition to the Premises. Tenant shall furnish a written requisition, in order to obtain release of any portion of the Improvement Improvements Allowance, which requisition shall be accompanied by appropriate invoices and lien releases and other documentation reasonably requested by Landlord, from the architect, engineer, general contractor, all subcontractors, and all suppliers of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees perform the Tenant’s Work, Tenant may be reimbursed for the reasonable costs of such work up to a maximum of $10,000 of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay an amount equal to Tenant the amount of such requisition(s) (up to the amount $0.15 per rentable square foot of the Improvement Allowance) within Premises toward the cost of the initial space planning, which shall be paid at the time of the next monthly disbursement for the Base Building Work that is made at least thirty (30) days after submission of receipt a complete Application for Payment. Landlord and approval of Tenant’s written requisition. Tenant’s requisitions Tenant hereby acknowledge and agree that Landlord shall be accompanied by final lien waivers solely responsible for, any and all costs to the extent related to and arising from the contractorgross negligence or willful misconduct of Landlord or Landlord Parties. If the Total Cost of the eligible Tenant Improvements is less than the Improvements Allowance, and all subcontractors and suppliers of materials, and shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply with not be entitled to receive a credit against Rent for any unused portion of the reasonable requirements imposed by Landlord’s lender in connection with Improvements Allowance that is not used to pay for the design and construction of, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to TenantTenant Improvements.

Improvements Allowance. The actual costs of design, permitting and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Improvements Costs”. Landlord hereby agrees to grant to provide Tenant an allowance in an the amount equal of $3,300 (the "IMPROVEMENTS ALLOWANCE") for the design and construction of improvements within the Expansion Premises only. The Improvements Allowance may be applied to any costs directly related to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) the number of rentable square feet improvement of the Expansion Premises including, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the Expansion Premises, installation of telephone and computer cabling and equipment, etc. The Improvements Allowance shall be paid to Tenant by Landlord within thirty (30) days of Tenant's written request therefor, accompanied by a final lien waiver from Tenant's general contractor and each of the “Improvement Allowance”)other Tenant's contractors designated by Landlord, to be applied toward an AUTOCAD diskette of the Leasehold Improvements Costs. Tenant may draw funds from "as-built" plans and specifications for the Improvement Allowance in three (3) equal installments upon Expansion Premises and reasonable supporting detail for the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, and construction costs incurred by Tenant with respect to the Expansion Premises. Should the cost of Tenant's leasehold improvements in and to the Premises. Expansion Premises exceed the amount of the Improvements Allowance, Tenant shall furnish a written requisitionpay all such excess costs. In addition, in order the event Tenant requests Landlord to obtain release contract for the construction and installation of any portion of the Improvement AllowanceExpansion Premises improvements on behalf of Tenant, which requisition Landlord shall be accompanied by appropriate invoices supervise the construction of that portion of the Expansion Premises improvements and lien releases and other documentation reasonably requested Tenant agrees to pay Landlord a construction management fee in an amount equal to five percent (5%) of the total construction costs of that portion of the Expansion Premises improvements performed by Landlord, from the architect, engineer, general 's contractor, all subcontractors, and all suppliers of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees If Landlord's contractor does not perform the Tenant’s WorkExpansion Premises improvements, Tenant may be reimbursed for the reasonable costs shall not have to pay a construction management fee but will have to pay a construction plan review fee of such work up to a maximum of $10,000 two percent (2%) of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay to Tenant the amount of such requisition(s) (up to the amount of the Improvement Allowance) within thirty (30) days of receipt and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied by final lien waivers from the contractor, and all subcontractors and suppliers of materials, and shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply with the reasonable requirements imposed by Landlord’s lender in connection with the design and total construction of, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to Tenantcosts.

Improvements Allowance. The actual costs of design, permitting and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Improvements Costs”. Landlord hereby agrees to grant to Tenant an allowance in an amount equal to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) In order to defray all or a portion of Tenant's costs related to the number of rentable square feet construction of the Premises (Tenant Improvements for the “Improvement Allowance”)Initial Leased Premises, to be applied toward including without limitation, Tenant's architectural and engineering costs, the Leasehold Improvements Costs. Tenant may draw funds from the Improvement Allowance in three (3) equal installments upon the execution cost of this Leasemillwork, June 1cabinetry, 2003 and January 31woodwork, 2004, to pay architectural, engineeringgraphics, and construction signage, the acquisition and installation costs of Tenant's customized fixtures, the costs of Tenant's computer and telephone equipment and cabling, furniture, equipment, and sales tax on the Tenant Improvements, and the costs incurred by Tenant in moving to the Initial Leased Premises Landlord will pay (subject to the terms hereinafter set forth and provided an uncured Event of Default is not then in existence) to, or on behalf of, Tenant an amount (the "Improvements Allowance") not to exceed the sum of $34.00 per square foot of Net Rentable Area of the Initial Leased Premises; provided, however, of such Improvements Allowance, a sum equal to at least $29.00 per square foot of Net Rentable Area of the Initial Leased Premises (including any Designated Floors) must be applied to the costs of constructing the Tenant Improvements, and the amount, if any, in excess of $29.00 per square foot of Net Rentable Area of the Initial Leased Premises (including any Designated Floors), to the extent not used for the costs of constructing the Tenant Improvements, shall be disbursed by Landlord to Tenant and such excess amount may be used by Tenant for any purpose Tenant chooses relating to the installation of Tenant Improvements and Tenant's move to the Initial Leased Premises, including but not limited to, the construction or refurbishment of the Tenant Improvements, computer facilities, furniture, fixtures or equipment, architectural and engineering fees, physical moving costs, and unreimbursed holdover premiums. The Improvements Allowance shall be disbursed as provided below. As the Tenant Contractor (as defined in Exhibit D-1) performs construction of the Tenant Improvements and is entitled to payment (each such payment, a "Contractor Payment") under the Construction Contract (as defined in Exhibit D-1) attributable to the Tenant Improvements only, Landlord shall be obligated to pay the Tenant Contractor one hundred percent (100%) of each Contractor Payment until such time as Landlord has disbursed the total amount of the Improvement Allowance (less any portion of such Improvements Allowance applied, or estimated by Landlord and Tenant to be applied, toward costs under Sections 3.3, 3.5, 3.6, 5.1, 5.2 and Exhibit C-1) ("Landlord Payment"), at which time Landlord shall not be obligated to pay any sums to the Tenant Contractor and Tenant shall be obligated to pay to Landlord, in cash, five (5) days prior to the date such Contractor Payments become due, one hundred percent (100%) of all subsequent Contractor Payments and Landlord shall take such payment (the "Tenant Payment") and remit it to the Tenant Contractor. Tenant shall receive copies of, and shall have the right to audit, all requests for payment by the Tenant Contractor relating to Tenant Improvements. The Tenant Contractor shall look solely to Landlord for the Landlord Payment and Tenant shall not be liable to the Contractor therefor. Tenant shall be liable to Landlord for the Tenant Payments. After the Tenant Improvements Completion Date (defined in Section 11.4 hereof) and at such time as all Tenant Construction Costs (defined in Section 11.4 hereof) that may become due to the Tenant Contractor under the Construction Contract have been paid to Tenant Contractor (the "Contractor Date"), Landlord will furnish Tenant a final accounting of all Tenant Construction Costs. Notwithstanding anything to the contrary contained herein, no payment of the Improvements Allowance shall be paid directly to Tenant or to anyone other than the Tenant Contractor prior to the Contractor Date. If the entire Improvements Allowance has not been disbursed as of the Contractor Date, within ninety (90) days thereafter Tenant may submit invoices to Landlord requesting reimbursement for any costs to which Tenant is entitled to reimbursement under this Section 2.5 in connection with respect the Tenant Improvements (and/or Tenant's moving costs). If the entire Improvements Allowance has not been disbursed within ninety (90) days after the Contractor Date, the remaining Improvements Allowance (less any Disputed Amounts [defined below]) shall be disbursed to leasehold improvements in Tenant (excluding $29.00 per square foot of Net Rentable Area of the Initial Leased Premises [including any Designated Floors], which amount must be applied to the costs of constructing the Tenant Improvements, and to the Premises. extent not so applied such amounts shall be retained by Landlord and not disbursed to Tenant) unless Tenant has provided Landlord with written notice that Tenant elects to not receive such remaining Improvements Allowance (and, in such event, for purposes of determining Project Costs, such remaining Improvements Allowance shall not be included and Tenant shall furnish a written requisitionhave waived its right to receive such remaining Improvements Allowance). If, in order at the time any remaining Improvements Allowance is to obtain release of any portion of be disbursed to Tenant pursuant to the Improvement Allowancepreceding sentence, which requisition shall be accompanied by appropriate invoices Landlord has not received full and final lien releases and other documentation reasonably requested by Landlord, waivers from the architect, engineer, general contractor, all subcontractors, Tenant Contractor and all other contractors and suppliers of materials, as applicable, which have supplied work or materials for whom payment is sought in said requisition. To the extent that Tenant’s employees perform the Tenant’s Tenant Improvements Work, Tenant then Landlord may withhold from such disbursement any amounts reasonably believed by Landlord to be reimbursed for in dispute (the reasonable costs of "Disputed Amounts") until any such work up to a maximum of $10,000 of the Improvement Allowance; provided thatdisputes are finally resolved and Landlord has received full and final lien waivers from all contractors and/or suppliers involved in such disputes, Landlord is able to, and does, verify that such work has been completed. whereupon Landlord shall pay to Tenant any remaining portion of the amount Improvements Amount so withheld and not previously disbursed to Tenant. Additionally, in the event Landlord incurs any liability or additional costs in connection with any such disputes in excess of such requisition(s) (up to the amount of the Improvement Allowance) within thirty (30) days of receipt and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied by final lien waivers from the contractor, and all subcontractors and suppliers of materials, and shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Improvements Allowance (or portions thereof) may be financed so withheld by Landlord, and Tenant shall comply with shall, within ten (10) days after receipt of Landlord's written invoice therefor, pay the reasonable requirements imposed by amount of any such excess to Landlord’s lender in connection with the design and construction of, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to Tenant.

Improvements Allowance. The actual costs of design, permitting Sublandlord shall provide an allowance for the planning and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Tenant Improvements Costs”. Landlord hereby agrees to grant to Tenant an allowance in an the amount equal to the product of (a) Seven and 50/100 Three Million Four Hundred Seventy-One Thousand Eight Hundred Fifty Dollars ($7.503,471,850.00) and (b) "Improvements Allowance"). The Improvements Allowance shall be the number of rentable square feet maximum contribution by Sublandlord for the Tenant Improvements Cost, as defined in Paragraph 12. In addition, Sublandlord shall pay for one-half the cost of the Premises roof screen for each Building. If the Tenant Improvements Cost as specified in the Construction Contract exceeds the Improvements Allowance, Subtenant shall pay the amount by which the Tenant Improvements Cost exceeds the Improvements Allowance. Upon written request of Subtenant (the “Improvement Allowance”not more frequently than twice each month), to be applied toward Sublandlord shall pay all or, if the Leasehold Tenant Improvements Costs. Tenant may draw funds from the Improvement Allowance in three (3) equal installments upon the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, and construction costs incurred by Tenant with respect to leasehold improvements in and to the Premises. Tenant shall furnish a written requisition, in order to obtain release of any portion of Cost exceeds the Improvement Allowance, which requisition shall be accompanied by appropriate invoices and lien releases and other documentation reasonably requested by Landlord, from the architect, engineer, general contractor, all subcontractors, and all suppliers a portion of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees perform the Tenant’s Work, Tenant may be reimbursed for the reasonable costs of such work up to a maximum of $10,000 of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay to Tenant the amount of such requisition(s) (up each request equal to the amount of the Improvement Allowance) request times a fraction, the numerator of which is the Improvements Allowance and the denominator of which is the Tenant Improvements Cost, from the Improvements Allowance to Subtenant, within thirty (30) days after receipt of receipt (a) invoices, (b) evidence satisfactory to Landlord and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied Sublandlord that the work covered by final such invoices has been completed in a satisfactory manner, (c) all necessary lien waivers and sworn affidavits, (d) marked reproducible copies of the originally approved Plans showing all substantial changes made in constructing the Tenant Improvements during such period from the contractorConstruction Drawings as originally approved, (e) all close-out documentation set forth in any "Policies, Rules and Procedures for Construction Projects" delivered by Landlord to Subtenant prior to the commencement of the Work, and all subcontractors (f) such other documentation as Landlord and suppliers Sublandlord may reasonably require under the circumstances. Subtenant shall deliver reproducible as-built Plans to Landlord and Sublandlord at the conclusion of materialsTenant Improvements. The Improvements Allowance shall not be used for payment of any costs of procuring, constructing or installing in the Premises any of Subtenant's personal property, including furnishings, fixtures, and equipment. Sublandlord and Subtenant shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. reconcile the Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply Improvements Cost with the reasonable requirements imposed by Landlord’s lender in connection with disbursements from the design and construction ofImprovements Allowance from time to time such that Sublandlord funds to Subtenant the full Improvements Allowance, and payment for, leasehold improvements to the Premises; provided that, if the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to Tenantbut no more.

Improvements Allowance. The actual costs of design, permitting and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Improvements Costs”. Landlord hereby agrees to grant to provide Tenant an allowance in an the amount equal to of $38.55 per square foot of net rentable area within the product of New Premises (ai.e., $2,587,775.20) Seven and 50/100 Dollars ($7.50) and (b) the number of rentable square feet of the Premises (the “Improvement Improvements Allowance”), to be applied toward ) for the Leasehold Improvements Costs. Tenant may draw funds from the Improvement Allowance in three (3) equal installments upon the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, design and construction costs incurred by Tenant with respect to of leasehold improvements in and to the New Premises. Tenant shall furnish contract directly for the design and construction of such improvements and shall engage a written requisitionthird-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in order connection with such improvements. The Improvements Allowance may be applied to obtain release any costs directly related to the design and construction of any portion leasehold improvements in the New Premises including, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund the Improvements Allowance to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette of the Improvement Allowance, which requisition shall be accompanied by appropriate invoices “as-built” plans and lien releases and other documentation reasonably requested by Landlord, from specifications for the architect, engineer, general contractorNew Premises following final completion of the leasehold improvements therein, all subcontractors, and all suppliers as more fully set forth in EXHIBIT C to this Eleventh Amendment). If the costs of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees perform improvements to the Tenant’s Work, Tenant may be reimbursed for the reasonable costs of such work up to a maximum of $10,000 of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay to Tenant the amount of such requisition(s) (up to New Premises exceed the amount of the Improvement Improvements Allowance) within thirty (30) days of receipt and approval , Tenant shall pay all such excess costs. If the costs of Tenant’s written requisitionimprovements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s requisitions contractors shall be accompanied have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by final lien waivers Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the contractor, and all subcontractors and suppliers of materials, and shall include Improvements Allowance) a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply an asbestos survey with the reasonable requirements imposed by Landlord’s lender in connection with the design and construction of, and payment for, leasehold improvements respect to the Premises; provided that, if New Premises promptly following the Improvement Allowance is financed by Landlord such financing shall not result in any additional costs to Tenantmutual execution of this Eleventh Amendment.