Common use of Lessor’s Contribution Clause in Contracts

Lessor’s Contribution. A. Lessor shall, in the manner hereinafter set forth, provide to Lessee up to Two Hundred Thirty-Eight Thousand Seventy-Five and 00/100 ($238,075.00) Dollars ("Lessor's Contribution") towards the cost of leasehold improvements to be installed by Lessee in any portion of the Fourth Amendment Premises ("Lessee's Work"). Provided that Lessee is not in default, beyond the expiration of any applicable grace periods, of its obligations under the Lease at the time that Lessee submits any requisition on account of Lessor's Contribution, Lessor shall pay the cost of the work shown on each requisition (as hereinafter defined) submitted by Lessee to Lessor within thirty (30) days of submission thereof by Lessee to Lessor. B. For the purposes hereof, a "requisition" shall mean written documentation (including, without limitation, invoices from Lessee's contractor, written lien waivers and such other documentation as Lessor's mortgagee may reasonably request) showing in reasonable detail the costs of the improvements installed to date in the Fourth Amendment Premises, accompanied by certifications from Lessee, Lessee's architect, and Lessee's contractor that the work performed to date has been performed in accordance with applicable laws and in accordance with Lessee's approved plans, and that the amount of the requisition in question does not exceed the amount of the work covered by such requisition. Each requisition shall be accompanied by evidence reasonably satisfactory to Lessor that all work covered by previous requisitions has been fully paid by Lessee. Lessor shall have the right, upon reasonable advance notice to Lessee, to inspect Lessee's books and records relating to each requisition in order to verify the amount thereof. Lessee shall submit requisition(s) no more often than monthly.

Lessor’s Contribution. A. (a) The Lessor shall keep a notional running account of the Supplemental Rental Amounts paid by the Lessee in respect of each Work Item, (each such notional account, a Notional Account) to which shall be credited all Supplemental Rental Amounts received under paragraph (a) of Clause 9.2 (Supplemental Rental) in respect of that Work Item, and debited all sums paid by the Lessor to, or on behalf of, the Lessee under paragraph (b) below in respect of that Work Item. (b) The Lessor shall, subject to paragraphs (c) and (d) below and Lessee’s compliance with paragraph (g) below, and provided that no Default has occurred and is then continuing, following completion of the Work Item referred to below by an Agreed Maintenance Performer, reimburse the Lessee from the relevant Notional Account for the Reimbursable Costs incurred by the Lessee in relation to the completion of the following Work Items during the Lease Period: (i) the scheduled Landing Gear Overhaul; (ii) the replacement of Life-limited Parts of an Engine; (iii) an Engine Basic Shop Visit; (iv) an APU Basic Shop Visit; (v) a 6Y Check; and (vi) a 12Y Check. (c) Subject to paragraph (e) and (f) below, the Lessor shall not be obliged to pay any sum under paragraph (b) above to the extent the amount requested: (i) save in the manner hereinafter set forthcase of the Work Item referred to in paragraph (b)(ii) above, provide would exceed the balance in the relevant Notional Account (taking into account any additions to the relevant Notional Account in accordance with paragraph (e) below); and (ii) in the case of the Work Item referred to in paragraph (b)(ii) above, in respect of the replacement of a Life-limited Part, would exceed the amount the replacement LLP(s) has or have individually contributed to the LLP Notional Account (taking into account any additions to the relevant Notional Account allocable to such LLP in accordance with paragraph (f) below), in each case at the time the relevant Work Item is completed. If the amount reimbursed to the Lessee up pursuant to Two Hundred Thirtyparagraph (b) above is not sufficient to cover the cost incurred by the Lessee in completing the relevant Work Item, the Lessee shall be obliged to meet all excess costs from its own resources and may not submit any subsequent claim for reimbursement. (d) Notwithstanding anything in this Clause 9.3 (Lessor’s contribution) to the contrary, the Lessor shall have no obligation to pay for or to contribute to the cost of: (i) in the case of a 6Y Check or a 12Y Check, maintenance with respect to the APU or Landing Gear; (ii) any maintenance or Parts replacement required as the result of, or any cost resulting from, foreign object damage, operational misuse, mishandling, abuse, faulty maintenance, negligence, accidental damage, the FAA’s Airworthiness Directive or service bulletin, modification, addition or alteration, or any cost which is reimbursable from insurance after due diligence or claims against the manufacturer, supplier or repairer of any Part or part thereof, in respect of the condition or performance of such Part or part thereof, whether based on warranty claims or otherwise; (iii) replacement, repair or rental of engine line replaceable units (regardless of whether or not such units must be operational for the repair facility to return an Engine to service); (iv) labor at premium rates; or (v) taxes or shipping and handling charges or the like incurred in connection with any of the foregoing maintenance or overhaul activities or purchase of Life-Eight Thousand Seventylimited Parts. (e) If, in relation to the first time that any of the Work Items referred to in paragraph (b)(i) or paragraphs (b)(iii) through (b)(vi) above are performed during the Lease Period, the balance of the corresponding Notional Account is insufficient to enable the Lessor to reimburse the Lessee in full pursuant to paragraph (c) above, the Lessor shall credit the Notional Account the lesser of: (i) an amount in respect of that Work Item equal to the number of Reference Months, Engine Hours or APU Hours (as the case may be) elapsed or operated by the Aircraft, the Landing Gear, the Engine or APU (as applicable) between the previous performance of that Work Item (or if there has been no previous performance of it, since the Aircraft, the Engine, the APU or the Landing Gear (as applicable) was manufactured) and the Delivery Date, multiplied by the relevant per Reference Month, Engine Hour or APU Hour Dollar amount referenced in paragraph (a) of 9.2 (Supplemental Rental) (i) without giving effect to any escalation of such amounts pursuant to Clause 9.2(d), and (ii) instead, discounting each such amount on the date corresponding to the Delivery Date in one year increments prior to the Delivery Date using the corresponding escalations rates referenced in Clause 9.2(d)(i) and (ii) and using the resulting amount for purposes of calculating the amount accrued in respect of such Work Item during the subsequent year; and (ii) the amount by which the approved invoice for the relevant Work Item exceeds the balance in the relevant Notional Account. (f) If, in relation to the first replacement of a Life-Five limited Part of an Engine during the Lease Period, the balance of the corresponding Notional Account allocable to that Life-limited Part is insufficient to enable the Lessor to reimburse the Lessee in full pursuant to paragraph (c) above, the Lessor shall credit the Notional Account (and 00/100 allocate to that Life-limited Part) the lesser of: ($238,075.00i) Dollars an amount in respect of the replacement of that Life-limited Part arrived at by ("x) allocating the number of Cycles operated by that Life-limited Part during the period (the Reference Period) since its last replacement (or since new, if it has not previously been replaced) until the Delivery Date to each calendar year during the Reference Period in which such operation occurs, (b) for each such calendar year, multiplying the number of Cycles operated by that Life-limited Part (limited to Cycles operated during the Reference Period) by the quotient of (x) the Engine Manufacturer’s list price for such Life-limited Part on or about date corresponding to the Delivery Date in such calendar year (or the Delivery Date itself in respect of the calendar year in which the Reference Period ends) and (y) the Engine Manufacturer’s total approved life in Cycles for such Life-limited Part and (c) aggregating the amounts in respect of each such calendar year during the Reference Period; and (ii) the amount by which the approved invoice for the replacement of such Life-limited Part exceeds the balance in the relevant Notional Account allocable to such Life-limited Part. (g) Requirements with respect to Lessor Refunds. (i) If Lessee intends to undertake Work Item as described in Clauses 9.3(b)(ii) and 9.3(b)(iii), the cost for which it will seek a reimbursements from the Lessor under this Clause 9.3 (Lessor Refunds), then Lessor's Contribution") towards ’s advance express written consent shall be required. Prior to performing any maintenance or overhaul for which Lessee will seek a Lessor Refund, Lessee shall submit to Lessor for approval an estimate of the cost of leasehold improvements such maintenance or overhaul to be installed performed by an Agreed Maintenance Performer in writing at least forty-five (45) calendar days in advance (unless Lessee seeks to undertake the same during an unscheduled shop visit, in which case Lessee shall give Lessor reasonable notice thereof) of the workscope Lessee desires to accomplish, the estimated cost thereof and the maintenance facility Lessee proposes to have accomplish the work. Lessor, and any third party technical advisor retained by Lessor shall advise Lessee in any portion of the Fourth Amendment Premises ("Lessee's Work"). Provided that Lessee is not in default, beyond the expiration of any applicable grace periods, of its obligations under the Lease at the time that Lessee submits any requisition on account of Lessor's Contribution, Lessor shall pay the cost of the work shown on each requisition (as hereinafter defined) submitted by Lessee to Lessor writing within thirty (30) calendar days (or seven (7) calendar days if during an unscheduled shop visit) of receipt of Lessee’s written notice and a complete information package including all supporting materials necessary for Lessor’s evaluation of the proposed workscope (the Complete Workscope Package) of Lessor’s consent or rejection, in whole or in part, and propose any modifications thereto. The Complete Workscope Package must contain warranties for any overhaul pursuant to a Work Item which are expressly assignable to Lessor or Lessor’s assignee. In the event Lessor has not evaluated the Complete Workscope Package and responded to Lessee within thirty (30) calendar days of submission thereof Lessor’s receipt of the Complete Workscope Package, the proposed workscope described therein shall be deemed approved for all purposes of this Lease. (ii) Estimates and invoices submitted for maintenance and overhaul work to be paid for out of Lessor Refunds shall contain billing only in respect of the Airframe, the Engine(s), the APU or the Landing Gear, and shall contain or be accompanied with the substantiating data or reasonable equivalent (to the extent such data is applicable) listed in Schedule 12 (Lessor Refund - Invoices). (iii) Provided that no Default or Event of Default has occurred and is continuing, within sixty (60) calendar days after receipt of the invoice for such maintenance or overhaul work for a Part, APU, Landing Gear, Engine or for the purchase of an Engine Life-limited Part, with the required accompanying data and provided that Lessee has paid such invoice amount in full, Lessor will pay Lessee for such invoice amount for such Lessor Refund as contemplated herein, except for any amounts which are inconsistent with the estimate previously approved by Lessor (and as to such amounts Lessor and Lessee agree to seek to resolve any such disputes as expeditiously as possible and in good faith discussions). Invoices for such maintenance and overhaul work, including Engine Life-limited Parts replacement, shall contain a certificate signed by the Agreed Maintenance Performer and countersigned by Lessee certifying that no credits, rebates or other allowances have been or will be given in respect of the services performed or parts and materials furnished, removed or exchanged (whether due to Lessormaximum cost guarantees, credits for life remaining on removed Parts, or otherwise), except as may be specifically itemized on such invoices (and in such case the itemized amounts will be deducted from the amount to be reimbursed by Lessor to Lessee from the applicable Maintenance Payments). B. (h) If an Engine, APU or Landing Gear requires a Work Item that qualifies for a Lessor Refund, the Lessor may, in its sole discretion, provide Lessee with a replacement engine, replacement APU or replacement landing gear, as applicable, in lieu of Lessee accomplishing the appliocable Work Item. In such case, the replacement engine, APU or landing gear shall have as a minimum, the number of Flight Hours, Cycles and months remaining thereon that are reasonably expected to be required to enable Lessee to operate the Aircraft until the end of the Lease Period, and Lessee will continue to pay Supplemental Rental Amounts for the replacement engine, APU or landing gear. For the purposes hereofavoidance of doubt, a "requisition" (a) such replacement engine, APU or landing gear will be redelivered in full compliance with the Redelivery Conditions at the end of the Lease Period and (b) the original Engine, APU or Landing Gear shall mean written documentation (includingbe returned to Lessor at Lessor’s cost at the time of receipt of such replacement engine, without limitation, invoices from Lessee's contractor, written lien waivers APU or landing gear. The Lessor and the Lessee shall enter into such other documentation additional documents and Lease Supplements as Lessor's mortgagee the Lessor may reasonably requestrequire to reflect any such replacement. (i) showing If an Engine undergoes an Engine Basic Shop Visit during the Lease Period, each LLP shall have sufficient Cycles remaining and each Airworthiness Directive shall have sufficient clearance period to its next due date to match the expected on wing performance life in reasonable detail terms of Engine Hours and Cycles (in line with industry MTBR and MCBR as published by the costs of Engine Manufacturer) for such Engine after such shop visit, notwithstanding the improvements installed to date minimum life remaining set forth in the Fourth Amendment Premises, accompanied by certifications from Lessee, Lessee's architect, and Lessee's contractor that the work performed to date has been performed in accordance with applicable laws and in accordance with Lessee's approved plans, and that the amount of the requisition in question does not exceed the amount of the work covered by such requisition. Each requisition shall be accompanied by evidence reasonably satisfactory to Lessor that all work covered by previous requisitions has been fully paid by Lessee. Lessor shall have the right, upon reasonable advance notice to Lessee, to inspect Lessee's books and records relating to each requisition in order to verify the amount thereof. Lessee shall submit requisition(s) no more often than monthlyRedelivery Conditions.

Lessor’s Contribution. A. Lessor shallshall disburse an amount not to exceed the Lessor’s Contribution toward the Improvement Costs as set forth herein. Up to twenty-five percent (25%) of the Lessor’s Contribution may be applied toward Planning Costs and other soft costs incurred in connection with the Seventh Addendum Improvements and the Demised Premises. Subject to Section 4.1, any portion that is not requested for disbursement in accordance with this Work Agreement by the date that is twelve (12) months after (x) the First Expansion Space Commencement Date, with respect to the First Expansion Space Lessor’s Contribution, (y) the Extension Term Commencement Date, with respect to the Original Premises Lessor’s Contribution, and (z) the Second Expansion Space Delivery Date, with respect to the Second Expansion Space Lessor’s Contribution, shall be deemed waived and forfeited. Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ acknowledges and agrees that, in connection with ▇▇▇▇▇▇’s performance of the manner hereinafter set forth, provide to Lessee up to Two Hundred Thirty-Eight Thousand Seventy-Five and 00/100 ($238,075.00) Dollars ("Lessor's Contribution") towards Improvements in the cost of leasehold improvements to be installed by Lessee in any applicable portion of the Fourth Amendment Premises ("Lessee's Work"). Provided that Premises, Lessee is not may submit requests for draws from any later- available portion of the Lessor’s Contribution in defaultaccordance with the terms hereof, beyond the expiration of any applicable grace periods, of its obligations under the Lease at the time that Lessee submits any requisition on account incurs Improvement Costs for the applicable portion of the Premises; provided, however, that ▇▇▇▇▇▇ shall also resubmit the same request for draw from the applicable portion of the Lessor’s Contribution at the time such portion of Lessor's ’s Contribution becomes available to Lessee as provided herein, and shall resubmission shall not constitute a waiver of Lessee’s rights with respect to the applicable portion of the Lessor Contribution (e.g., Lessee may submit a draw request package for the First Expansion Space or the Second Expansion Space, as applicable, in connection with a draw request for a portion of the Original Premises Lessor’s Contribution simultaneously with Lessee’s other draw requests for the First Expansion Space Lessor’s Contribution and/or Second Expansion Space Lessor’s Contribution, Lessor as applicable, provided that (i) such First Expansion Space Lessor’s Contribution and/or Second Expansion Space Lessor’s Contribution, as applicable, shall pay the cost only be disbursed as of the work shown on each requisition Extension Term Commencement Date, and (ii) Lessee shall resubmit the draw request for the First Expansion Space or the Second Expansion Space, as hereinafter defined) submitted by Lessee to Lessor within thirty (30) days of submission thereof by Lessee to Lessor. B. For applicable, upon the purposes hereof, a "requisition" shall mean written documentation (including, without limitation, invoices from Lessee's contractor, written lien waivers and such other documentation as Lessor's mortgagee may reasonably request) showing in reasonable detail the costs availability of the improvements installed to date in the Fourth Amendment Premises, accompanied by certifications from Lessee, Lessee's architect, and Lessee's contractor that the work performed to date has been performed in accordance with applicable laws and in accordance with Lessee's approved plans, and that the amount of the requisition in question does not exceed the amount of the work covered by such requisition. Each requisition shall be accompanied by evidence reasonably satisfactory to Lessor that all work covered by previous requisitions has been fully paid by Lessee. Lessor shall have the right, upon reasonable advance notice to Lessee, to inspect Lessee's books and records relating to each requisition in order to verify the amount thereof. Lessee shall submit requisition(s) no more often than monthlyOriginal Premises Lessor’s Contribution).