Common use of Landlord’s Contribution Clause in Contracts

Landlord’s Contribution. Landlord shall contribute an amount up to $2,238,305 ("Landlord's Contribution") toward the costs incurred for the Initial Improvements and Change Orders, including costs for engineering and architectural services and permitting and construction management fees. Landlord has no obligation to pay for costs of the Initial Improvements or Change Orders in excess of Landlord's Contribution. If the cost of the Initial Improvements and/or Change Orders exceeds the Landlord's Contribution, Tenant shall pay such overage to Landlord on a prorata basis as construction of the Initial Improvements and/or Change Orders progresses, within thirty (30) days after invoice. If Landlord's Contribution exceeds the total cost paid by Landlord toward the cost of the Initial Improvements and the Change Orders as of the Commencement Date, then, at Tenant's option, such excess shall be applied within sixty (60) days after the Completion Date as follows: (i) a maximum of Five and No/100 Dollars ($5.00) per Rentable Square Foot shall be applied as a credit against Tenant's actual moving expenses and actual costs for its signage, phone systems and cabling [provided that no more than Two and No/100 Dollars ($2.00) per Rentable Square Foot out of such excess may be applied as a credit against Tenant's actual moving expenses], and (ii) in the event any excess remains after application under clause (i) preceding, a maximum of One and No/100 Dollar ($1.00) per Rentable Square Foot shall be applied as a credit against Tenant's first required payment of Base Rent. The Landlord Contribution amount set forth above is based on a base contribution amount of $25.00 per Rentable Square Foot within the Premises, proportionately reduced to reflect the preset delayed Commencement Dates for certain portions of the Premises as set forth in Section 2 of Appendix F. In the event Tenant triggers an earlier Commencement Date for any portion of the Premises by occupying such portion earlier than the preset dates, the Landlord Contribution shall be increased proportionately and paid within thirty (30) days after such occupancy. In addition, in the event the Rentable Square Footage of the Premises is adjusted under Section 1C of this Lease, the Landlord Contribution shall be adjusted accordingly.

Landlord’s Contribution. (a) Provided that no Event of Default exists, Landlord shall contribute an amount up to $2,238,305 Landlord’s Contribution ("Landlord's Contribution") toward as set forth in the costs incurred for the Initial Improvements and Change Orders, including costs for engineering and architectural services and permitting and construction management fees. Landlord has no obligation to pay for costs Basic Lease Information section of the Initial Improvements or Change Orders in excess Lease) as Landlord’s share of Landlord's Contribution. If the cost of the Initial Leasehold Improvements and/or Change Orders exceeds the Landlord's Contribution, and Tenant shall pay such overage to Landlord on a prorata basis as construction have sole responsibility for the payment of the Initial Improvements and/or Change Orders progresses, within thirty (30) days after invoice. If Landlord's Contribution exceeds the total cost paid by Landlord toward any excess of the cost of the Initial Leasehold Improvements and over the Change Orders as amount of the Commencement DateLandlord’s Contribution. If Landlord’s Contribution exceeds the cost of the Leasehold Improvements, then, at Tenant's option, such excess shall be applied within sixty (60) days after the Completion Date as follows: (i) a maximum of Five and No/100 Dollars ($5.00) per Rentable Square Foot shall be applied as a credit against Tenant's actual moving expenses and actual costs for its signage, phone systems and cabling [provided that no more than Two and No/100 Dollars ($2.00) per Rentable Square Foot out of such excess may be applied as used by Tenant to offset or defray moving expenses, phone/data cabling and other related costs. Tenant shall not be entitled to a credit against Tenant's actual moving expenses], and (ii) in the event any excess remains after application under clause (i) preceding, a maximum of One and No/100 Dollar ($1.00) per Rentable Square Foot shall be applied as a credit against Tenant's first required or other payment of Base Rent. The Landlord Contribution amount set forth above is based on a base contribution amount of $25.00 per Rentable Square Foot within the Premises, proportionately reduced to reflect the preset delayed Commencement Dates for certain portions of the Premises as set forth in Section 2 of Appendix F. In the event Tenant triggers an earlier Commencement Date for any portion of the Premises Landlord’s Contribution not used prior to the first anniversary of the Commencement Date. Landlord’s payments for the Leasehold Improvements shall be made as costs of the Leasehold Improvements are incurred based on an application for payment reasonably approved by occupying Landlord, except that ten percent (10%) of the amount due from Landlord will be withheld by Landlord until Tenant satisfies the terms of Article 6(h) hereof, at which time such portion earlier funds will be promptly released to Tenant. At any time prior to December 1, 2005, Tenant shall have the right by written notice to Landlord to increase the amount of the Landlord’s Contribution by up to $436,645. If Tenant makes such election, monthly Base Rent payable during the initial Term of this Lease shall increase by the amount necessary to amortize the amount of the increase in the Landlord’s Contribution on a straight line basis over the remainder of the initial Term after such election using an interest rate of 9% per annum. (b) Periodically, but not more frequently than once per month, Tenant may submit to Landlord a payment request for costs of the Leasehold Improvements incurred naming the parties to be paid and the respective amounts of such payments, which payment request shall be accompanied by a statement in writing by Tenant stating the various contracts entered into by Tenant for the Leasehold Improvements for which Tenant desires reimbursement through Landlord’s Contribution and with respect to each: the total contract price of all labor, work, services and materials; the amounts theretofore paid thereon; and the amount requested for the current disbursement, and such other documentation as Landlord shall reasonably request. Provided such documentation is submitted by the 20th day of a month, Landlord will approve or disapprove such documentation, or portions thereof, by the 1st day of the following month. If Landlord disapproves of any such documentation, Landlord shall notify Tenant of the reason therefor. Thereafter, to the extent such documentation is approved, payment shall be made no later than the preset dates, 20th day of the month following receipt by Landlord Contribution shall be increased proportionately of the payment request and paid within thirty accompanying documentation. (30c) Within one hundred eighty (180) days after such occupancy. In addition, in the event the Rentable Square Footage receipt of the final Certificate of Occupancy, Tenant shall submit to Landlord a detailed breakdown of the total amount of the costs of the Leasehold Improvements, together with final waivers of liens, contractors’ affidavits, and architects’ certificates in such form as may be reasonably required by Landlord, Landlord’s title insurance company and Landlord’s lender, if any, from all parties performing labor or supplying materials or services in connection with the Leasehold Improvements, showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises is adjusted under Section 1C of this Lease, the Landlord Contribution shall be adjusted accordinglyand Project.

Landlord’s Contribution. If Tenant duly exercises a right of first ----------------------- refusal to lease additional space and the initial lease term for such space is five (5) years or longer, Landlord shall contribute an amount up equal to ten dollars ($2,238,305 10.00) per rentable square foot of such additional space for Tenant's alterations and improvements to such space ("and for any associated alterations or improvements to any adjoining space leased by Tenant which reasonably relate to integrating the additional space with the adjoining space). If Tenant duly exercises a right of first refusal to lease additional space and the initial lease term for such space is less than five (5) years, Landlord's Contribution"contribution shall be an amount equal to ten dollars ($10.00) toward per rentable square foot of such additional space multiplied by a fraction, the costs incurred numerator of which is the initial lease term for such space, and the Initial Improvements and Change Ordersdenominator of which is five (5) years. Notwithstanding the foregoing, including costs if an Offer Notice provides for engineering and architectural services and permitting and construction management fees. a tenant improvement allowance exceeding, or tenant improvements by Landlord has no obligation to pay for costs of the Initial Improvements or Change Orders in excess of Landlord's Contribution. If the cost of the Initial Improvements and/or Change Orders exceeds the which exceed, ten dollars ($10.00) per rentable square foot, then Landlord's Contributioncontribution (the "Additional Allowance") with respect to the additional space leased pursuant to that Offer Notice shall be calculated at the rate set forth in that Offer Notice. Landlord will make payments to Tenant from the Additional Allowance only in progress payments not more frequently than once per month, and shall only make payments equal to the amount Tenant shall pay such overage has theretofore accrued as an obligation to Landlord on a prorata basis as construction of the Initial Improvements and/or Change Orders progressesContractor or subcontractors, within thirty (30) days and only after invoice. If Landlord's Contribution exceeds the total cost paid receipt by Landlord toward the cost of the Initial Improvements and the Change Orders as of the Commencement Date, thenconditional mechanics' lien releases (which mechanics' lien releases shall, at TenantLandlord's option, be executed by subcontractors, labor suppliers and materialmen, as reasonably determined by Landlord, in addition to Contractor). Landlord may withhold the last fifteen percent (15%) of the Additional Allowance until the lien-free expiration of the time for the filing of any mechanics' liens claimed or which might be filed on account of any work ordered by Tenant or Contractor or any subcontractor of Tenant, or if any liens are filed, the subsequent receipt of unconditional lien releases executed by all applicable contractors (and as reasonably required by Landlord, from any laborers, mechanics, materialmen, suppliers and design professionals) who performed tenant improvement work for the additional space leased pursuant to Tenant's exercise of that particular option. Tenant may use the Additional Allowance only for the particular additional space leased pursuant to Tenant's exercise of that particular right of first refusal or for associated improvements or alterations to the immediately adjoining space. The commencement date of the rental obligations as to any additional space shall begin upon the earlier of (i) the substantial completion of the tenant's alterations and improvements associated with such excess shall be applied within sixty additional space (60including any alterations or improvements to the adjoining space which reasonably relate to integrating the additional space with the immediately adjoining space) as certified to Landlord by Tenant's architect or, if applicable, the date all such alterations or improvements would have been substantially complete but for Tenant Delay, (ii) Tenant's occupancy of the additional space for the conducting of business therein, or (iii) one hundred twenty (120) days after the Completion Date delivery of the exclusive use and occupancy of the additional space to Tenant for the purpose of commencement by Tenant of its alterations and improvements (or such longer period of time as follows: (i) a maximum of Five and No/100 Dollars ($5.00) per Rentable Square Foot may be provided for in the Offer Notice); provided that the commencement date as so established hereinabove shall not deny Tenant the right to any post-tenant occupancy free rent period provided for in the Offer Notice. Landlord shall be applied as a credit against Tenant's actual moving expenses responsible for removing, at its sole cost and actual costs for its signageexpense, phone systems and cabling [provided that no more than Two and No/100 Dollars ($2.00) per Rentable Square Foot out any Hazardous Materials present or used in or on the floor, walls, ceiling or other items in the interior area of such excess may additional space before Landlord delivers possession thereof to Tenant, with any such removal to be applied as a credit against Tenant's actual moving expenses], and (ii) performed in the event any excess remains after application under clause (i) preceding, a maximum of One and No/100 Dollar ($1.00) per Rentable Square Foot shall be applied as a credit against Tenant's first required payment of Base Rent. The Landlord Contribution amount set forth above is based on a base contribution amount of $25.00 per Rentable Square Foot within the Premises, proportionately reduced to reflect the preset delayed Commencement Dates for certain portions of the Premises as set forth in Section 2 of Appendix F. In the event Tenant triggers an earlier Commencement Date for any portion of the Premises by occupying such portion earlier than the preset dates, the Landlord Contribution shall be increased proportionately and paid within thirty (30) days after such occupancy. In addition, in the event the Rentable Square Footage of the Premises is adjusted under Section 1C of this Lease, the Landlord Contribution shall be adjusted accordinglycompliance with all applicable Hazardous Materials laws.

Landlord’s Contribution. (a) Landlord shall contribute agrees to pay to Tenant an amount up not to $2,238,305 ("exceed Landlord's Contribution") ’s Contribution toward the cost of performing Alterations in the Premises and other costs incurred for and expenses relating to the Initial Improvements occupancy of the Premises by Tenant (including, without limitation, the costs of installing a canopy pursuant to Section 2.2(e) and Change Ordersthe costs of Alterations to the Premises previously performed by Tenant), including costs for engineering provided as of the date on which Landlord is required to make any payment on account thereof as set forth below, (i) this Lease is in full force and architectural services effect, (ii) no Event of Default then exists under this Lease, and permitting and construction management fees(iii) Boston Private Financial Holdings, Inc. and/or Affiliates of Boston Private Financial Holdings, Inc. is (or are) in occupancy of not less than sixty-five (65%) of the rentable area of the Premises then demised under this Lease. In no event will Landlord has no obligation be obligated to pay for costs of to Tenant in the Initial Improvements or Change Orders aggregate an amount in excess of Landlord's ’s Contribution. (b) Landlord shall make progress payments to Tenant on account of the Landlord’s Initial Contribution on a monthly basis, to reimburse Tenant for payments previously made by Tenant on account of the work performed in performing Alterations during the previous month and other costs and expenses relating to the occupancy of the Premises by Tenant. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amount theretofore paid by Tenant (as certified by a duly authorized officer of Tenant and, with respect to Alterations, as also certified by Tenant’s independent architect) to Tenant’s contractors, subcontractors, and material suppliers that have not been subject to previous disbursements from Landlord’s Initial Contribution. If In no event shall Landlord pay in the cost aggregate an amount greater than Landlord’s Initial Contribution. Provided that this Lease is in full force and effect and no Default of the Initial Improvements and/or Change Orders exceeds the Landlord's ContributionTenant then exists, Tenant such progress payments shall pay such overage to Landlord on a prorata basis as construction of the Initial Improvements and/or Change Orders progresses, be made within thirty (30) days after invoicethe delivery to Landlord of requisitions therefor, signed by a duly authorized officer of Tenant, setting forth the names of each contractor, subcontractor, payee, and supplier to whom payment has been made by Tenant, and the amount thereof, and accompanied by (i) evidence of payment by Tenant of the amounts sought to be reimbursed (such as paid receipts); (ii) with respect to payments on account of Alterations, partial waivers of lien from all contractors, subcontractors, and material suppliers covering all work and materials that were the subject of previous progress payments by Landlord; (iii) with respect to payments on account of Alterations, a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the plans and specifications approved by Landlord; and (iv) such other documents and information as Landlord may reasonably request. If Landlord's Contribution exceeds Notwithstanding anything to the total cost contrary set forth in this Section 4.3, if Tenant does not pay any contractor, subcontractor or supplier as required by this provision, Landlord shall have the right, but not the obligation, to promptly pay to such contractor or supplier all sums so due from Tenant, and Tenant agrees the same shall be deemed Additional Rent and shall be paid by Landlord toward the cost of the Initial Improvements and the Change Orders as of the Commencement Date, then, at Tenant's option, such excess shall be applied Tenant within sixty ten (6010) days after Landlord delivers to Tenant an invoice therefor, or, at Landlord’s election, be deducted from the Completion Date as follows:unpaid balance of Landlord’s Initial Contribution. (ic) a maximum of Five and No/100 Dollars ($5.00) per Rentable Square Foot Landlord shall be applied as a credit against Tenant's actual moving expenses and actual costs for its signage, phone systems and cabling [provided that no more than Two and No/100 Dollars ($2.00) per Rentable Square Foot out of such excess may be applied as a credit against Tenant's actual moving expenses], and (ii) in pay the event any excess remains after application under clause (i) preceding, a maximum of One and No/100 Dollar ($1.00) per Rentable Square Foot shall be applied as a credit against Tenant's first required payment of Base Rent. The Landlord Contribution amount set forth above is based on a base contribution amount of $25.00 per Rentable Square Foot within the Premises, proportionately reduced to reflect the preset delayed Commencement Dates for certain portions final installment of the Premises as set forth in Section 2 of Appendix F. In the event Landlord’s Initial Contribution to Tenant triggers an earlier Commencement Date for any portion of the Premises by occupying such portion earlier than the preset dates, the Landlord Contribution shall be increased proportionately and paid within thirty (30) days after delivery by Tenant to Landlord of a written requisition therefor, certified as true, correct and complete by a duly authorized officer of Tenant and accompanied by (i) copies of paid invoices, (ii) with respect to payments on account of Alterations, a written certification from Tenant’s architect stating that the Initial Installations described on such occupancy. In additioninvoices have been completed in accordance with the plans and specifications approved by Landlord, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant waivers of lien with respect to such work (copies of which shall be included with such architect’s certification), (iii) with respect to payments on account of Alterations, proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by Governmental Authorities with respect thereto, (iv) if requested by Landlord, final “as-built” plans and specifications for the subject Alterations, and (v) such other documents and information as Landlord may reasonably request, in connection therewith. (d) Without limiting the foregoing, Tenant may requisition a portion of the Landlord’s Initial Contribution on a monthly basis, in order to reimburse Tenant for payments made by Tenant to Landlord on account of the Basic Rent payable hereunder, provided that all of the following conditions are satisfied: (i) this Lease is in full force and effect; (ii) no Event of Default then exists under this Lease; (iii) Tenant shall provide not less than thirty (30) days prior notice of its intention to requisition a portion of the Initial Contribution for reimbursement of payments made on account of Basic Rent, which notice shall specify the amount of such requisition and the applicable installments of Basic Rent; and (iv) such requisitions may be applied in equal amounts on account of not less than six (6) monthly installments of Basic Rent payable hereunder. (e) In no event shall Landlord be obligated to make any payments on account of the Rentable Square Footage Landlord’s Additional Contribution prior to October 1, 2009. From and after October 1, 2009, Landlord shall make progress payments to Tenant on account of the Landlord’s Additional Contribution on a monthly basis, to reimburse Tenant for payments previously made by Tenant on account of the work performed in performing Alterations during the previous month and other costs and expenses relating to the occupancy of the Premises by Tenant. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amount theretofore paid by Tenant (as certified by a duly authorized officer of Tenant and, with respect to payments on account of Alterations, as also certified by Tenant’s independent architect) to Tenant’s contractors, subcontractors, and material suppliers that have not been subject to previous disbursements from Landlord’s Additional Contribution. In no event shall Landlord pay in the aggregate an amount greater than Landlord’s Additional Contribution. Provided that this Lease is adjusted in full force and effect and no Event of Default then exists, such progress payments shall be made within thirty (30) days after the delivery to Landlord of requisitions therefor, signed by a duly authorized officer of Tenant, setting forth the names of each contractor, subcontractor, payee, and supplier to whom payment has been made by Tenant, and the amount thereof, and accompanied by (i) evidence of payment by Tenant of the amounts sought to be reimbursed (such as paid receipts); (ii) with respect to payments on account of Alterations, partial waivers of lien from all contractors, subcontractors, and material suppliers covering all work and materials that were the subject of previous progress payments by Landlord; (iii) with respect to payments on account of Alterations, a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the plans and specifications approved by Landlord; and (iv) such other documents and information as Landlord may reasonably request. Notwithstanding anything to the contrary set forth in this Section 4.3, if Tenant does not pay any contractor, subcontractor or supplier as required by this provision, Landlord shall have the right, but not the obligation, to promptly pay to such contractor or supplier all sums so due from Tenant, and Tenant agrees the same shall be deemed Additional Rent and shall be paid by Tenant within ten (10) days after Landlord delivers to Tenant an invoice therefor, or, at Landlord’s election, be deducted from the unpaid balance of Landlord’s Additional Contribution. (f) Landlord shall pay the final installment of the Landlord’s Additional Contribution to Tenant within thirty (30) days after delivery by Tenant to Landlord of a written requisition therefor, certified as true, correct and complete by a duly authorized officer of Tenant and accompanied by (i) copies of paid invoices, (ii) with respect to payments on account of Alterations, a written certification from Tenant’s architect stating that the Alterations described on such invoices have been completed in accordance with the plans and specifications approved by Landlord, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant waivers of lien with respect to such work (copies of which shall be included with such architect’s certification), (iii) with respect to payments on account of Alterations, proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by Governmental Authorities with respect thereto, (iv) if requested by Landlord, final “as-built” plans and specifications for the subject Alterations, and (v) such other documents and information as Landlord may reasonably request in connection therewith. (g) Without limiting the foregoing, after October 1, 2009 the Tenant may requisition a portion of the Landlord’s Additional Contribution on a monthly basis, in order to reimburse Tenant for payments made by Tenant to Landlord on account of the Basic Rent payable hereunder, provided that all of the following conditions are satisfied: (i) this Lease is in full force and effect; (ii) no Event of Default then exists under Section 1C of this Lease; (iii) Boston Private Financial Holdings, Inc. and/or Affiliates of Boston Private Financial Holdings, Inc. is (or are) in occupancy of not less than sixty-five (65%) of the Landlord rentable area of the Premises then demised under this Lease; (iv) Tenant shall provide not less than thirty (30) days prior notice of its intention to requisition a portion of the Additional Contribution for reimbursement of payments made on account of Basic Rent, which notice shall specify the amount of such requisition and the applicable installments of Basic Rent; and (v) such requisitions may be adjusted accordinglyapplied in equal amounts on account of not less than six (6) monthly installments of Basic Rent payable hereunder.