Common use of Landlord’s Contribution Clause in Contracts

Landlord’s Contribution. a. Tenant shall have prepared by a registered architect and/or a licensed professional engineer, at its sole cost and expense, and submit to Landlord for its approval in accordance with the applicable provisions of the Lease, final and complete dimensioned architectural, mechanical, electrical and structural drawings and specifications in a form ready for use as construction drawings (“Tenant’s Plans”) for the installation of alterations, installations, decorations and improvements in the Second Additional Space to prepare the same for Tenant’s initial occupancy thereof (“Tenant’s Second Additional Space Alteration Work”). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant as the architect preparing Tenant’s Plans in accordance with the terms of the Lease subject, however, to Landlord’s right to revoke such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: (i) fail to prosecute work in a manner consistent with good business or trade practice, (ii) default on their obligations to Landlord, Tenant or other tenants of the Building, or (iii) conduct themselves in an unprofessional or disreputable manner in or about the Building) or reasonable concerns regarding the financial stability of, or any criminal proceedings pending against, TPG. All such construction plans and specifications and all such work shall be effected in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, at Tenant’s sole cost and expense. Simultaneously with the execution and delivery of this Agreement by Landlord to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of Landlord’s review of Tenant’s Plans, provided that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to Tenant’s Second Additional Space Alteration Work in question (which consent shall still be required in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, prior to the performance of any Tenant’s Second Additional Space Alteration Work), (ii) no such application shall include a proposed change in the Certificate of Occupancy for the Building, and (iii) Tenant shall reimburse Landlord, within thirty (30) days after demand therefor, for all reasonable costs and expenses reasonably incurred by Landlord in connection with Landlord’s cooperation in obtaining such permits.

Landlord’s Contribution. a. Tenant The Refurbishment Work shall have prepared by a registered architect and/or a licensed professional engineer, be performed at its the sole cost and expenseexpense of Tenant, except for the amount of the Landlord’s Contribution. Landlord shall provide a total of Ninety-One Thousand Seven Hundred Twenty Dollars ($91,720; based on $10.00 per square foot on 9,172 rentable square feet in the Existing Premises; “Landlord’s Contribution”), as provided in this Paragraph 8(c) in payment or partial payment for the costs of the performance of the Refurbishment Work (including, without limitation, design, permit, and submit construction costs). Subject to the provisions of Paragraph 8(d) below, Landlord shall apply Landlord’s Contribution to the cost of performing (including, without limitation, design, permit and construction costs) the Refurbishment Work and for its approval the other purposes specifically provided in accordance this Paragraph 8. If, following the substantial completion of the Refurbishment Work, any portion of the Landlord’s Contribution is unused and unapplied, following Tenant’s written request therefor, Landlord shall apply such unused and unapplied portion of the Landlord’s Contribution toward the installment of Base Rent next coming due under the Lease and subsequent installments of Base Rent, until such time as such unused and unapplied portion of the Landlord’s Contribution has been fully applied to Base Rent. Notwithstanding anything to the contrary set forth herein: (a) the obligation of Landlord to make any one or more payments pursuant to the provisions of this Paragraph 8(c) or to proceed with the applicable provisions performance of the LeaseRefurbishment Work shall be suspended without further act of the parties during any such time as there exists a Default under the Lease or any event or condition which, final with the passage of time or the giving of notice or both would constitute such a Default; and complete dimensioned architectural, mechanical, electrical and structural drawings and specifications (b) the obligation of Landlord to pay any unexpended portion of Landlord’s Contribution shall terminate as of the first anniversary of the Extension Date. Nothing in a form ready for use as construction drawings (“Tenant’s Plans”this Paragraph 8(c) for shall affect the installation obligations of Tenant under the Lease with respect to any alterations, installations, decorations additions and improvements in within the Second Additional Space to prepare the same for Tenant’s initial occupancy thereof (“Tenant’s Second Additional Space Alteration Work”). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant as the architect preparing Tenant’s Plans in accordance with the terms of the Lease subject, however, to Landlord’s right to revoke such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: (i) fail to prosecute work in a manner consistent with good business or trade practice, (ii) default on their obligations to Landlord, Tenant or other tenants of the Building, or (iii) conduct themselves in an unprofessional or disreputable manner in or about the Building) or reasonable concerns regarding the financial stability of, or any criminal proceedings pending against, TPG. All such construction plans and specifications and all such work shall be effected in accordance with all applicable provisions of the LeasePremises, including, without limitation, Article 8, at Tenant’s sole cost and expense. Simultaneously with any obligation to obtain the execution and delivery prior written consent of this Agreement by Landlord to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of Landlord’s review of Tenant’s Plans, provided that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to Tenant’s Second Additional Space Alteration Work in question (which consent shall still be required in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, prior to the performance of any Tenant’s Second Additional Space Alteration Work), (ii) no such application shall include a proposed change in the Certificate of Occupancy for the Building, and (iii) Tenant shall reimburse Landlord, within thirty (30) days after demand therefor, for all reasonable costs and expenses reasonably incurred by Landlord in connection with Landlord’s cooperation in obtaining such permitsthereto.

Landlord’s Contribution. a. (a) Landlord agrees to pay to Tenant shall have prepared by a registered architect and/or a licensed professional engineer, at its sole after the earlier to occur of (x) the Commencement Date and (y) the 17th Floor Premises Commencement Date an amount not to exceed Landlord’s Contribution toward the cost and expense, and submit to Landlord for its approval in accordance with the applicable provisions of the Lease, final and complete dimensioned Initial Installations (excluding any “soft-costs” (other than architectural, mechanicalengineering, electrical permit and structural drawings construction consulting fees not in excess of 15% of Landlord’s Contribution) and specifications in a form ready for use as construction drawings (“Tenant’s Plans”) for the installation of alterationsProperty), installations, decorations and improvements in the Second Additional Space to prepare the same for Tenant’s initial occupancy thereof (“Tenant’s Second Additional Space Alteration Work”). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant provided that as the architect preparing Tenant’s Plans in accordance with the terms of the Lease subject, however, date on which Landlord is required to Landlord’s right make payment thereof pursuant to revoke such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: Section 4.2(b): (i) fail to prosecute work this Lease is in a manner consistent with good business or trade practicefull force and effect, (ii) default on their obligations to Landlord, Tenant or other tenants of the Building, or (iii) conduct themselves in an unprofessional or disreputable manner in or about the Building) or reasonable concerns regarding the financial stability of, or any criminal proceedings pending against, TPG. All such construction plans and specifications and all such work shall be effected in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, at Tenant’s sole cost and expense. Simultaneously with the execution and delivery of this Agreement by Landlord to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of Landlord’s review of Tenant’s Plans, provided that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to Tenant’s Second Additional Space Alteration Work in question (which consent shall still be required in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, prior to the performance of any Tenant’s Second Additional Space Alteration Work), (ii) no such application shall include a proposed change in Event of Default then exists. Tenant may apply Landlord’s Contribution to any portion of the Certificate of Occupancy for Premises, the Building, and (iii) 17th Floor Premises and/or the 22nd Floor Premises as Tenant sees fit. Tenant shall reimburse pay all costs of the Initial Installations in excess of Landlord, within thirty (30) days after demand therefor, for all reasonable costs ’s Contribution. Landlord’s Contribution shall be payable solely on account of labor directly related to the Initial Installations and expenses reasonably incurred by Landlord materials delivered to the Premises in connection with the Initial Installations (excluding any “soft-costs” (other than architectural, engineering, permit and construction consulting fees not in excess of 15% of Landlord’s cooperation Contribution) and Tenant’s Property). Tenant shall not be entitled to receive any portion of Landlord’s Contribution not actually expended by Tenant in obtaining the performance of the Initial Installations in accordance with this Section 4.2, nor shall Tenant have any right to apply any unexpended portion of Landlord’s Contribution as a credit against Rent or any other obligation of Tenant hereunder. Upon the completion of the Initial Installations and satisfaction of the conditions set forth in Section 4.2, or upon the occurrence of the date which is 36 months after the Commencement Date (which date shall be extended by reason of strikes, labor trouble or any other similar cause beyond Tenant’s control in performing the Initial Installations), whichever first occurs, any amount of Landlord’s Contribution which has not been previously requisitioned shall be retained by Landlord; provided, however, that notwithstanding anything contained herein to the contrary, the applicable portion of such permitsretained amounts shall continue to be held for the benefit of Tenant by Landlord if Tenant delivers a notice to Landlord prior to satisfaction of the conditions set forth in Section 4.2 that it is in dispute with any contractors, subcontractors, vendors or other providers of service and refuses to make payments at such time. Landlord acknowledges that Tenant may perform the Initial Installations in stages and that the completion of one stage of such work shall in no event limit Tenant’s right to obtain then unapplied portions of Landlord’s Contribution. Final completion of the Initial Installations shall not preclude Tenant from submitting requisitions in respect of costs incurred by Tenant prior to completing such work, provided such requisitions are submitted within 36 months after the Commencement Date (as extended as aforesaid).

Landlord’s Contribution. a. (a) Landlord shall pay to Tenant shall have prepared by a registered architect and/or a licensed professional engineer, at its sole an amount not to exceed Landlord’s Allowance toward the cost and expense, and submit to Landlord for its approval in accordance with the applicable provisions of the Lease, final Initial Installations and complete dimensioned architectural, mechanical, electrical and structural drawings and specifications in a form ready for use as construction drawings (“Tenant’s Plans”) for the installation of alterations, installations, decorations and improvements Initial Installations in the Second Additional Xxxxxxx Park Space (provided that any requisition shall clearly designate which portions, if any, of Landlord’s Allowance that are being applied to prepare Initial Installations in the same for Tenant’s initial occupancy thereof (“Tenant’s Second Additional Space Alteration Work”Xxxxxxx Park Space). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant , provided that as the architect preparing Tenant’s Plans in accordance with the terms of the Lease subject, however, date on which Landlord is required to Landlord’s right make payment thereof pursuant to revoke such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: Section 4.2(b): (i) fail to prosecute work this Lease is in a manner consistent with good business or trade practicefull force and effect, and (ii) default on their obligations no Event of Default then exists; provided that if an Event of Default exists, Landlord shall be required to Landlord, make such payments after Tenant or other tenants has cured such Event of Default. Tenant shall pay all costs of the Building, or (iii) conduct themselves Initial Installations in an unprofessional or disreputable manner in or about the Building) or reasonable concerns regarding the financial stability of, or any criminal proceedings pending against, TPGexcess of Landlord’s Allowance. All such construction plans and specifications and all such work Landlord’s Allowance shall be effected in accordance payable with respect to all applicable provisions matters associated with the construction of the LeaseInitial Installations and Tenant’s occupancy of the Premises, including, without limitation, Article 8construction costs, at Tenant’s sole cost closing costs, project management fees, moving expenses, architectural and expenseengineering costs, wiring and cabling work, special electrical power equipment, telephone and security systems, signage, and any furniture, fixtures or equipment installed in the Premises. Simultaneously with In addition, Landlord shall provide a space planning allowance (the execution “Space Planning Allowance”) of up to $14,302.80 to reimburse Tenant for the architectural and delivery of this Agreement engineering fees incurred by Tenant in preparing initial space plans for the Premises. The Space Planning Allowance shall be paid by Landlord to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of Landlord’s review of Tenant’s Plans, provided that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to Tenant’s Second Additional Space Alteration Work in question (which consent shall still be required in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, prior to the performance of any Tenant’s Second Additional Space Alteration Work), (ii) no such application shall include a proposed change in the Certificate of Occupancy for the Building, and (iii) Tenant shall reimburse Landlord, within thirty (30) days after demand thereforTenant’s delivery to Landlord of Tenant’s invoice therefor accompanied by copies of third party invoices evidencing the amount of the reimbursed costs. Upon the completion of the Initial Installations and satisfaction of the conditions set forth in this Section 4.2, for all reasonable or upon the occurrence of the date which is thirty-six (36) months after the 6th Floor Premises Commencement Date, whichever first occurs, any amount of Landlord’s Allowance and/or the Space Plan Allowance which has not been previously disbursed shall be retained by Landlord and Tenant shall have no further right or claim thereto. In addition, Landlord shall pay to Tenant an amount not to exceed Landlord’s Bathroom Upgrade Allowance toward the costs and expenses reasonably incurred by Landlord Tenant in connection with renovating the upgrading the bathrooms on the 4th floor and the 5th floor of the Building. Tenant agrees that the bathroom upgrading work shall be at least the minimum necessary to enable the Building to obtain the lowest form of LEED certification. Landlord’s cooperation in obtaining such permitsapproval of the Final Plans and Specifications for the Initial Installations shall conclusively evidence that the bathroom work contemplated thereby satisfies the requirements of the preceding sentence. The Landlord’s Allowance and the Landlord’s Bathroom Upgrade Allowance are sometimes referred to herein collectively as the “Landlord’s Contribution.”

Landlord’s Contribution. a. (a) Landlord agrees to pay to Tenant shall have prepared by a registered architect and/or a licensed professional engineer, at its sole an amount not to exceed Landlord's Contribution toward the cost and expense, and submit to Landlord for its approval in accordance with the applicable provisions of the Lease, final and complete dimensioned Initial Installations (excluding any "soft-costs" (other than architectural, mechanicalengineering, electrical permit and structural drawings construction consulting fees not in excess of $88,053) and specifications in a form ready for use Tenant's Property), provided that as construction drawings (“Tenant’s Plans”) for the installation of alterations, installations, decorations and improvements in the Second Additional Space to prepare the same for Tenant’s initial occupancy thereof (“Tenant’s Second Additional Space Alteration Work”). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant as the architect preparing Tenant’s Plans in accordance with the terms of the Lease subject, however, date on which Landlord is required to Landlord’s right make payment thereof pursuant to revoke such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: Section 4.2(b): (i) fail to prosecute work this Lease is in a manner consistent with good business or trade practicefull force and effect, (ii) default on their obligations to Landlord, Tenant or other tenants of the Building, or (iii) conduct themselves in an unprofessional or disreputable manner in or about the Building) or reasonable concerns regarding the financial stability of, or any criminal proceedings pending against, TPG. All such construction plans and specifications and all such work shall be effected in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, at Tenant’s sole cost and expense. Simultaneously with the execution and delivery of this Agreement by Landlord to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of Landlord’s review of Tenant’s Plans, provided that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to Tenant’s Second Additional Space Alteration Work in question (which consent shall still be required in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, prior to the performance of any Tenant’s Second Additional Space Alteration Work), (ii) no such application shall include a proposed change in the Certificate Event of Occupancy for the Building, and (iii) Default then exists. Tenant shall reimburse pay all costs of the Initial Installations in excess of Landlord, within thirty (30) days after demand therefor, for all reasonable costs 's Contribution. Landlord's Contribution shall be payable solely on account of labor directly related to the Initial Installations and expenses reasonably incurred by Landlord materials delivered to the Premises in connection with the Initial Installations (excluding any "soft-costs" (other than architectural, engineering, permit and construction consulting fees not in excess of $88,053) and Tenant's Property). Tenant shall not be entitled to receive any portion of Landlord’s cooperation 's Contribution not actually expended by Tenant in obtaining the performance of the Initial Installations in accordance with this Section 4.2, nor shall Tenant have any right to apply any unexpended portion of Landlord's Contribution as a credit against Rent or any other obligation of Tenant hereunder. Upon the completion of the Initial Installations and satisfaction of the conditions set forth in Section 4.2, or upon the occurrence of the date which is twelve months after the Commencement Date (which date shall be extended by reason of strikes, labor trouble or any other similar cause beyond Tenant's control in performing the Initial Installations), whichever first occurs, any amount of Landlord's Contribution which has not been previously disbursed shall be retained by Landlord; provided, however, that notwithstanding anything contained herein to the contrary, the applicable portion of such permitsretained amounts shall continue to be held for the benefit of Tenant by Landlord if Tenant delivers a notice to Landlord prior to satisfaction of the conditions set forth in Section 4.2 that it is in dispute with any contractors, subcontractors, vendors or other providers of service and refuses to make payments at such time.

Landlord’s Contribution. a. Provided this Lease shall be in full force and effect and that no Event of Default shall have occurred and be continuing, Landlord agrees to pay Landlord’s Contribution toward the cost of the Landlord’s Work. Tenant shall have prepared by a registered architect and/or a licensed professional engineer, at its sole cost pay any and expenseall costs of Landlord’s Work (including both “hard costs,” such as costs of construction labor and materials, and submit to Landlord for its approval “soft costs”, such as costs of obtaining permits and approvals, and inspection, architectural and engineering costs), in accordance with the applicable provisions excess of the Lease, final and complete dimensioned architectural, mechanical, electrical and structural drawings and specifications in a form ready for use as construction drawings (“TenantLandlord’s Plans”) for the installation of alterations, installations, decorations and improvements in the Second Additional Space to prepare the same for Tenant’s initial occupancy thereof (“Tenant’s Second Additional Space Alteration Work”). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant as the architect preparing Tenant’s Plans Contribution in accordance with the terms of the Lease subject, however, to and conditions set forth herein and in Exhibit D. Landlord’s right to revoke such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: (i) fail to prosecute work in a manner consistent with good business or trade practice, (ii) default on their obligations to Landlord, Tenant or other tenants of the Building, or (iii) conduct themselves in an unprofessional or disreputable manner in or about the Building) or reasonable concerns regarding the financial stability of, or any criminal proceedings pending against, TPG. All such construction plans and specifications and all such work Contribution shall be effected in accordance with all applicable provisions payable solely on account of work related to the Lease, Landlord’s Work (including, without limitation, Article 8(i) actual architectural, at consulting and engineering fees and costs incurred by Tenant in connection therewith and (ii) costs of electricity and other utilities incurred in connection therewith) except as otherwise specifically provided in this Lease. Tenant shall not be entitled to receive any portion of Landlord’s Contribution not actually expended in the performance of the Landlord’s Work in accordance with Exhibit D, nor shall Tenant have any right to apply any unexpended portion of Landlord’s Contribution as a credit against Fixed Rent, Additional Rent or any other obligation of Tenant under this Lease; provided, however (and subject to the first sentence of this Section 4.4), that if, after payment of all costs of Landlord’s Work and the costs set forth in Section 12.9(c), there shall be any unexpended balance of Landlord’s Contribution, then such balance shall be applied to reimburse Tenant for costs incurred by Tenant for installing Tenant’s sole cost initial telecommunications and expensecomputer data wiring and initial built-in furniture in the Premises, provided that Tenant provides to Landlord, not later than sixty (60) days after the Substantial Completion Date (as hereinafter defined) (with TIME OF THE ESSENCE), a request for such reimbursement accompanied by evidence reasonably satisfactory to Landlord substantiating that such work has been performed and completed and that such costs actually have been incurred and paid by Tenant; but Tenant shall pay the costs for such wiring and built-in furniture to the extent that the unexpended balance of Landlord’s Contribution (if any), after payment of the costs and expenses to which said Landlord’s Contribution otherwise is to be applied, including the costs set forth in Section 12.9(c), shall be insufficient therefor. Simultaneously with Such reimbursement out of the execution and delivery unexpended balance of this Agreement Landlord’s Contribution shall be provided by Landlord to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of Landlord’s review of Tenant’s Plans, provided that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to Tenant’s Second Additional Space Alteration Work in question (which consent shall still be required in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, prior to the performance of any Tenant’s Second Additional Space Alteration Work), (ii) no such application shall include a proposed change in the Certificate of Occupancy for the Building, and (iii) Tenant shall reimburse Landlord, within later than thirty (30) days after demand thereforrequest by Tenant for such reimbursement made as and when provided herein, for all reasonable costs and expenses reasonably incurred accompanied by Landlord in connection with Landlord’s cooperation in obtaining such permitssubstantiating evidence.

Landlord’s Contribution. a. Tenant Landlord shall have prepared by a registered architect and/or a licensed professional engineer, at its sole contribute toward the cost and expense, and submit to Landlord for its approval in accordance with the applicable provisions of the Leasedesign, final construction and complete dimensioned architectural, mechanical, electrical and structural drawings and specifications in a form ready for use as construction drawings (“Tenant’s Plans”) for the installation of alterations, installations, decorations and improvements in the Second Additional Space to prepare the same for Tenant’s initial occupancy thereof Initial Alterations (“Tenant’s Second Additional Space Alteration Work”). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant as the architect preparing Tenant’s Plans in accordance with the terms of the Lease subject, however, to Landlord’s right to revoke such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: (i) fail to prosecute work in a manner consistent with good business or trade practice, (ii) default on their obligations to Landlord, Tenant or other tenants of the Building, or (iii) conduct themselves in an unprofessional or disreputable manner in or about the Building) or reasonable concerns regarding the financial stability of, or any criminal proceedings pending against, TPG. All such construction plans and specifications and all such work shall be effected in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, at Tenant’s sole cost and expense. Simultaneously with the execution and delivery Alteration Operations Fee provided for in Section 5.6 of the Lease (as modified pursuant below in this Agreement by Landlord Paragraph B) an amount not to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of exceed Landlord’s review Contribution of Tenant’s Plans$312,152.50 (which equals $27.50 per rentable square foot of the Premises); provided, provided however, that (i) execution not more than $56,755.00 (which equals $5.00 per rentable square foot of any such application by Landlord shall not constitute the Initial Premises) of Landlord’s consent Contribution may be applied to Tenant’s Second reasonable space planning and architectural and engineering costs for the design of the Initial Alterations, and (ii) Landlord’s Contribution may be applied to the reasonable purchase and installation costs of projection screens, mecho shades and a dishwasher in the Premises. Except as set forth in the preceding clause (ii), no portion of Landlord’s Contribution may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage, voice, data or other cabling, or Fixed Rent, Additional Space Alteration Work Rent or other amounts payable pursuant to this Lease. Tenant acknowledges that Landlord’s Contribution is to be applied to the Initial Alterations (and the associated costs described above) covering the entire Premises. Tenant may allocate Landlord’s Contribution between the Initial Premises and the Expansion Premises as it EXHIBIT C determines, provided that Tenant spends not less than eighty percent (80%) of Landlord’s Contribution towards the Initial Alterations (and soft costs associated therewith) in question the Initial Premises, and provided further that after completion of the Initial Alterations in the Initial Premises and the Expansion Premises, each has been improved so as to allow it to be occupied for general offices purposes in compliance with applicable Requirements. Notwithstanding anything to the contrary in this Paragraph B, Landlord’s Contribution shall be available for disbursement pursuant to the terms hereof only for the first twelve (which consent shall still be required in accordance 12) months after the Initial Premises Rent Commencement Date. Accordingly, if any portion of Landlord’s Contribution is not requested by Tenant, with all applicable provisions of conditions herein to the Lease, including, without limitation, Article 8disbursement thereof satisfied by Tenant, prior to the performance date that is twelve (12) months from the Initial Premises Rent Commencement Date, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, in the event that the Expansion Premises Commencement Date shall be delayed beyond February 15, 2011, the aforesaid twelve (12) month period shall be extended, day for day, by the period of any such delay, but only as respects the availability of Landlord’s Contribution for the costs of the Initial Alterations, if any, in the Expansion Premises. If the cost of construction of the Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord’s Contribution, then Tenant shall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Initial Alterations, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Tenant and Landlord shall fund the cost of such work as the same is performed, in accordance with their respective Share of Costs for such work. At such time as Landlord’s Contribution has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, which payments shall be made in installments as construction progresses in the same manner as Tenant’s Second Additional Space Alteration Work)payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Contribution directly to Contractor, and/or to the applicable subcontractors, and/or to Tenant, as Landlord shall determine (ii) no such application shall include a proposed change in the Certificate of Occupancy for the Building, and (iii) except where Tenant shall reimburse have previously paid the requested amount to the applicable party, in which case Landlord’s disbursement shall be made directly to Tenant as a reimbursement of such amount upon satisfaction of the following conditions), within thirty (30) days after demand thereforLandlord’s receipt of (A) invoices of Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 3262) from Tenant’s Contractor and all subcontractors and suppliers involved in the Initial Alterations. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to disburse any portion of Landlord’s Contribution during any period that Tenant is in breach of or in default under this Lease (but the foregoing shall not relieve Landlord from its disbursement obligation hereunder after such default is cured within any applicable cure period under this Lease). EXHIBIT C At the time Landlord makes any disbursement of Landlord’s Contribution, Landlord shall retain from Landlord’s Contribution, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord’s reasonable costs and expenses reasonably incurred estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord’s Contribution has been entirely disbursed, Tenant shall, within fifteen (15) days of written demand by Landlord from time to time during the course of construction of the Initial Alterations, pay to Landlord the remainder, if any, of the Alteration Operations Fee theretofore due and not yet paid to Landlord. Upon completion of the Initial Alterations, Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the total cost of the Initial Alterations, so that the final amount of the Alteration Operations Fee may be calculated, and Tenant shall, within fifteen (15) days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee not yet paid to Landlord. Notwithstanding Section 5.6 of the Lease, the Alteration Operations Fee with respect to the Initial Alterations shall be calculated on hard costs only, and a percentage factor of one and one-half percent (1 1/2%) rather than five percent (5%) shall be used in connection the calculation of the Alteration Operations Fee with Landlord’s cooperation in obtaining such permitsrespect to the Initial Alterations.

Landlord’s Contribution. a. (a) Landlord shall pay to Tenant shall have prepared by a registered architect and/or a licensed professional engineer, at its sole an amount not to exceed Landlord’s Allowance toward the cost and expense, and submit to Landlord for its approval in accordance with the applicable provisions of the Lease, final Initial Installations and complete dimensioned architectural, mechanical, electrical and structural drawings and specifications in a form ready for use as construction drawings (“Tenant’s Plans”) for the installation of alterations, installations, decorations and improvements Initial Installations in the Second Additional One Xxxxxx Street Space (as that term is defined in Section 4.4 below) (provided that any requisition shall clearly designate which portions, if any, of Landlord’s Allowance that are being applied to prepare Initial Installations in the same for Tenant’s initial occupancy thereof (“Tenant’s Second Additional Space Alteration Work”One Xxxxxx Street Space). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant , provided that as the architect preparing Tenant’s Plans in accordance with the terms of the Lease subject, however, date on which Landlord is required to Landlord’s right make payment thereof pursuant to revoke such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: Section 4.2(b): (i) fail to prosecute work this Lease is in a manner consistent with good business or trade practicefull force and effect, and (ii) default on their obligations no Event of Default then exists; provided that if an Event of Default exists, Landlord shall be required to Landlord, make such payments after Tenant or other tenants has cured such Event of Default. Tenant shall pay all costs of the Building, or (iii) conduct themselves Initial Installations in an unprofessional or disreputable manner in or about the Building) or reasonable concerns regarding the financial stability of, or any criminal proceedings pending against, TPGexcess of Landlord’s Allowance. All such construction plans and specifications and all such work Landlord’s Allowance shall be effected in accordance payable with respect to all applicable provisions matters associated with the construction of the LeaseInitial Installations and Tenant’s occupancy of the Premises, including, without limitation, Article 8construction costs, at Tenant’s sole cost closing costs, project management fees, moving expenses, architectural and expenseengineering costs, wiring and cabling work, special electrical power equipment, telephone and security systems, signage, and any furniture, fixtures or equipment installed in the Premises. Simultaneously with In addition, Landlord shall provide a space planning allowance (the execution “Space Planning Allowance”) of up to $1,982.60 to reimburse Tenant for the architectural and delivery of this Agreement engineering fees incurred by Tenant in preparing initial space plans for the Premises. The Space Planning Allowance shall be paid by Landlord to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of Landlord’s review of Tenant’s Plans, provided that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to Tenant’s Second Additional Space Alteration Work in question (which consent shall still be required in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, prior to the performance of any Tenant’s Second Additional Space Alteration Work), (ii) no such application shall include a proposed change in the Certificate of Occupancy for the Building, and (iii) Tenant shall reimburse Landlord, within thirty (30) days after demand thereforTenant’s delivery to Landlord of Tenant’s invoice therefor accompanied by copies of third party invoices evidencing the amount of the reimbursed costs. Upon the completion of the Initial Installations and satisfaction of the conditions set forth in this Section 4.2, for all reasonable costs and expenses reasonably incurred or upon the occurrence of the date which is thirty-six (36) months after the Commencement Date, whichever first occurs, any amount of Landlord’s Allowance and/or the Space Plan Allowance which has not been previously disbursed shall be retained by Landlord in connection with and Tenant shall have no further right or claim thereto. The Landlord’s cooperation in obtaining such permitsAllowance is sometimes referred to herein as the “Landlord’s Contribution.”

Landlord’s Contribution. a. Tenant shall have prepared by a registered architect and/or a licensed professional engineer, at its sole (a) Landlord agrees to advance up to an amount equal to Landlord's Contribution toward the cost and expense, and submit to Landlord for its approval in accordance with the applicable provisions of the LeaseInitial Installations, final and complete dimensioned architectural, mechanical, electrical and structural drawings and specifications in a form ready for use provided as construction drawings (“Tenant’s Plans”) for the installation of alterations, installations, decorations and improvements in the Second Additional Space to prepare the same for Tenant’s initial occupancy thereof (“Tenant’s Second Additional Space Alteration Work”). Landlord hereby grants its approval to The Xxxxxxxx Group (“TPG”) for retention by Tenant as the architect preparing Tenant’s Plans in accordance with the terms of the Lease subject, however, to Landlord’s right to revoke date of such approval in the event that hereinafter there occurs any negative experience with TPG (in that they: funding (i) fail to prosecute work this Lease is in a manner consistent with good business or trade practicefull force and effect, (ii) default on their obligations to Landlordno Event of Default then exists, Tenant or other tenants of the Building, or (iii) conduct themselves Citicorp Real Estate, Inc. has approved this Lease and executed and delivered a SNDA or Tenant has waived its right to receive such SNDA as contemplated by Article 10, and (iv) any excess cost of the Initial Installations shall be paid by Tenant. Landlord's Contribution shall be payable on account of labor directly related to the Initial Installations and materials delivered to the Premises or off-site and to be delivered to the Premises in connection with the Initial Installations. Landlord's Contribution may also be used to pay "soft costs" incurred in connection with the Initial Installations (consisting of architectural, consulting, engineering, planning, permit and legal fees, and furniture and equipment (exclusive of computer equipment other than cables installed in connection therewith) acquired for use in the Premises), including deposits and downpayments, in an unprofessional or disreputable manner amount which shall not exceed 15 percent of Landlord's Contribution, including computer cabling, which costs of computer cabling shall not exceed 4 percent of Landlord's Contribution. Upon the completion of the Initial Alterations and satisfaction of the conditions set forth in or about the Building) or reasonable concerns regarding the financial stability ofSection 4.2, or any criminal proceedings pending against, TPG. All such construction plans and specifications and all such work upon the occurrence of the date which is eighteen months after the date Landlord delivers to Tenant vacant possession of the 21st floor of the Building (which date shall be effected extended by reason of strikes, labor trouble or any other similar cause beyond Tenant's control in accordance with all applicable provisions performing the Initial Alterations), whichever first occurs, any amount of Landlord's Contribution which has not been previously disbursed shall be retained by Landlord; provided, however, that notwithstanding anything contained herein to the contrary, (A) such retained amounts shall continue to be held for the benefit of Tenant by Landlord if Tenant delivers a notice to Landlord prior to satisfaction of the Leaseconditions set forth in Section 4.2 that it is in dispute with any contractors, subcontractors, vendors or other providers of service and refuses to make payments at such time or if any contracts provide for retainage which has not then been finally paid, and (B) an amount of Landlord's Contribution not in excess of $525,445 which has not then been previously disbursed shall be applied against the Rent next coming due rather than retained by Landlord. If Tenant shall have satisfied all of the conditions to a disbursement of Landlord's Contribution contained in Section 4.2(b) and Landlord shall fail to make the full amount or any part of such disbursement for a period of seven Business Days after receipt of notice from Tenant that such unpaid amounts are overdue, Tenant may offset the unpaid amount from any amount payable by Tenant hereunder, including, without limitation, Article 8, at Tenant’s sole cost from the next succeeding monthly installment or installments of Rent due and expense. Simultaneously with the execution and delivery of this Agreement by Landlord to Tenant, Landlord shall furnish to Tenant as many copies of a Form ACP-5 for Tenant’s Second Additional Space Alteration Work as are required by any governmental and quasi-governmental agencies and authorities having jurisdiction. In connection with any Tenant’s Second Additional Space Alteration Work, Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for any Tenant’s Second Additional Space Alteration Work, which may include, without limitation, executing applications reasonably required by Tenant for such permits prior to completion of Landlord’s review of Tenant’s Plans, provided that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to Tenant’s Second Additional Space Alteration Work in question (which consent shall still be required in accordance with all applicable provisions of the Lease, including, without limitation, Article 8, prior to the performance of any Tenant’s Second Additional Space Alteration Work), (ii) no such application shall include a proposed change in the Certificate of Occupancy for the Building, and (iii) Tenant shall reimburse Landlord, within thirty (30) days after demand therefor, for all reasonable costs and expenses reasonably incurred by Landlord in connection with Landlord’s cooperation in obtaining such permitspayable hereunder.