Common use of Special Allowance Clause in Contracts

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 and (ii) the Rentable Floor Area of the Premises (the "Tenant Allowance"). The Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or on behalf of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Tenant Allowance on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's Work is less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 and (ii) the Rentable Floor Area of the Premises 59,420.00 (the "“Second Additional Premises Tenant Allowance"”). The Second Additional Premises Tenant Allowance shall be used and applied by Tenant Landlord solely on account of the cost of Landlord’s Work and/or the cost of other work performed by either Landlord or on behalf of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in the Second Additional Premises in accordance with the terms of the Lease (collectively, the “Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Work exceed the total Second Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Second Additional Premises Tenant Allowance for any purposes other than as provided in this LeaseSection 2. Provided In addition, in the event that the Tenant (i) has opened for business Tenant is in default under the Premises, Lease or (ii) has completed all there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such Tenant's event (“Event”), Landlord shall have no further obligation to fund any portion of the Second Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in accordance with excess of that portion of the terms Second Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Second Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this LeaseSection 2, has paid for all of such Tenant's Work in full and has delivered must deliver to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work ’s work and all contractors, subcontractors and supplies suppliers involved with Tenant's Work, ’s work together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions. Further, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Second Additional Premises Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to shall only be so reimbursed by Landlord shall include (x) applied towards the cost of leasehold improvements, engineering fees, architectural fees improvements and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost the costs of Tenant's the Work is are less than the Second Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease. Any portion of the Second Additional Premises Tenant Allowance which has not been utilized on or before September 30, 2013 shall be forfeited by Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 and (ii) the Rentable Floor Area of the Premises 84,328.00 (the "“Additional Premises Tenant Allowance"”). The Additional Premises Tenant Allowance shall be used and applied by Tenant Landlord solely on account of the cost of Landlord’s Work and/or the cost of other work performed by either Landlord or on behalf of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in the Additional Premises in accordance with the terms of the Lease (collectively, the “Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this LeaseSection 2. Provided In addition, in the event that the Tenant (i) has opened for business Tenant is in default under the Premises, Lease or (ii) has completed all there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such Tenant's event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in accordance with excess of that portion of the terms Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this LeaseSection 2, has paid for all of such Tenant's Work in full and has delivered must deliver to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work ’s work and all contractors, subcontractors and supplies suppliers involved with Tenant's Work, ’s work together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions. Further, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Additional Premises Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to shall only be so reimbursed by Landlord shall include (x) applied towards the cost of leasehold improvements, engineering fees, architectural fees improvements and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost the costs of Tenant's the Work is are less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease. Any portion of the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 15.00 and (ii) the Rentable Floor Area of the Premises (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant Landlord solely on account of the cost of work performed by the Landlord’s Work (along with any associated architect or on behalf engineering fees). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction costs of Landlord) against Tenant's interest in ’s Work exceed the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the total Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations1.4. In addition, in whole the event that (i) Tenant is in default under the Lease or, (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Prudential Center arising out of any work performed by Tenant or any litigation in partwhich Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Tenant Allowance and Tenant shall be obligated to any contractorspay, subcontractorsas Additional Rent, suppliers, workers or materialmenall costs of Landlord’s Work in excess of that portion of the Tenant Allowance funded by Landlord through the date of the Event. Further, the Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost Any portion of Tenant's Work is less than the Tenant AllowanceAllowance which has not been applied towards Landlord’s Work by September 1, Tenant 2010, shall not be entitled to any payment or credit nor shall there be any application of the same toward applied towards Annual Fixed Rent or Additional Rent owed next due and owing by Tenant under this Lease. Landlord shall be entitled to deduct from the Tenant Allowance a construction management fee equal to 4% of the cost of Landlord’s Work.

Special Allowance. Exhibit B-1-2 Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 150.00 and (ii) the Rentable Floor Area of the Relocation Premises (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or on behalf of Tenant ("Tenant's ’s Relocation Premises Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Relocation Premises, (ii) has completed all of such Tenant's ’s Relocation Premises Work in accordance with the terms of this Leasehereof, has paid for all of such Tenant's ’s Relocation Premises Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit Fthat are reasonably acceptable to Landlord, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's ’s Relocation Premises Work and all contractors, subcontractors and supplies suppliers involved with Tenant's ’s Relocation Premises Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has delivered to Landlord a final set of record drawings for Tenant’s Relocation Premises Work, (v) has satisfied the requirements of (i) through (iiiiv) above and made request for such payment on or before May 1March 31, 20062024, (vvi) is not otherwise in default under this the Lease, and (vivii) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's ’s interest in the Lease or against the Building or the Site Property arising out of Tenant's ’s Relocation Premises Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards improvements but not the cost of any of Tenant's voice and data cabling, ’s personal property, trade fixtures or trade equipment, moving expenses equipment or any so-called soft costs. Notwithstanding the foregoing, it is understood and agreed that Tenant may utilize up to a maximum of twenty percent (20%) of the Tenant Allowance towards (i) architectural and engineering fees incurred in connection with the Plans and (ii) cabling installed in the Premises. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.41.3, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, the Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's ’s Relocation Premises Work is less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease. Landlord shall be entitled to deduct from the Tenant Allowance an amount equal to the Third-Party Costs.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to $[***] being the product of (i) $6.00 [***] and (ii) the Rentable Floor Area of the Premises (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant Landlord solely on account of the cost of work Tesaro Third Amendment (FINAL3) Landlord’s Third Floor Work. In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of Landlord’s Third Floor Work exceed the total Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 1.4 and in Section 1.4 of Exhibit C below. In addition, in the event that there is an Event of Default under the Lease, Landlord shall have no further obligation to fund any portion of the Tenant Allowance. Further, the Tenant Allowance shall only be applied towards the cost of Landlord’s Third Floor Work, and if the Tenant Allowance is not consumed by the costs of Landlord’s Third Floor Work, then to the Special Costs to the extent provided below. In no event shall Landlord be required to make application of any portion of the Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant except as expressly provided in below in this Section 1.4. In the event that the costs of Landlord’s Third Floor Work are less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit, nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. To the extent the Tenant Allowance is not entirely expended towards the costs of the Landlord’s Third Floor Work, as finally determined by Landlord, it is understood and agreed that Tenant may utilize up to a maximum of $[***] (the “Cap Amount”) of the Tenant Allowance towards costs associated with design and engineering of Landlord’s Third Floor Work (collectively, the “Special Costs”), but not the cost of any of Tenant’s personal property, trade fixtures, trade equipment or any so-called soft costs; provided, however, that Tenant submits paid invoices, lien waivers and any other information or documentation reasonably requested by Landlord with respect to such Special Costs, to Landlord on or before the one year anniversary of the Third Floor Third Additional Premises Commencement Date. Further, to the extent the Tenant Allowance is not entirely expended towards the costs of the Landlord’s Third Floor Work, as finally determined by Landlord, and/or the Special Costs (the “Remaining Allowance”), it is understood and agreed that Tenant may utilize the Remaining Allowance towards the cost of other alterations and additions to the Premises performed by or on behalf of Tenant ("Tenant's Work"the “Additional Alterations”), which such Tenant's Work shall be provided (A) Tenant has performed and completed the Additional Alterations in accordance with the terms of this the Lease. Provided that the Tenant (i) has opened for business in the Premises, (iiB) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work Additional Alterations in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iiiC) has delivered to Landlord its a certificate specifying the cost of such Tenant's Work Additional Alterations and identifying all contractors, subcontractors and supplies suppliers involved with Tenant's Worksuch work, together with evidence of such cost in the form of paid invoices, receipts and the like, (ivD) has delivered to Landlord a final set of record drawings for such Additional Alterations, (E) has satisfied the requirements of (iA) Tesaro Third Amendment (FINAL3) through (iiiD) above and made request for such payment (not to exceed the Remaining Allowance) on or before May 1, 2006, (v) is not otherwise in default under this Leasethe one year anniversary of the Third Floor Additional Premises Commencement Date, and (viF) there are is no liens (unless bonded to the reasonable satisfaction Event of Landlord) against Default by Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards constructing the Additional Alterations but not the cost of any of Tenant's voice and data cabling, ’s personal property, trade fixtures or trade equipment, moving expenses equipment or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4Work Agreement and the Work Agreement attached hereto as Exhibit C, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any of Tenant’s contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Tenant Allowance on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's Work is less than the Tenant Allowance, Tenant shall not be entitled or to any payment or credit nor shall there be any application of apply the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the sum of (a) the product of (i) $6.00 10.00 and (ii) the Rentable Floor Area of the Fifth Expansion Premises (the "“Fifth Expansion Premises Tenant Allowance"”). The Fifth Expansion Premises Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by associated architect’s fees, construction supervision and construction of Fifth Expansion Premises Work provided, however, Tenant may use and apply a portion of the Fifth Expansion Premises Tenant Allowance on account of Tenant’s so-called “soft costs” related to the Fifth Expansion Premises Work (including, supervisory and construction management fees, but only to the extent such fees are payable to Landlord in that capacity, and the cost or on behalf of Tenant ("Tenant's Work"wiring and cabling), which such Tenant's Work shall be performed in accordance with an amount not to exceed the terms product of this Lease(x) $2.00 and (y) the Rentable Floor Area of Fifth Expansion Premises. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Fifth Expansion Premises Work in accordance with the terms of this the Lease, has paid for all of such Tenant's Fifth Expansion Premises Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such workrequired by Section 7.2 herein, (ii) has executed the Commencement Date Agreement in the recordable forms attached hereto form annexed to the Third Amendment as Exhibit FC, if applicable (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Fifth Expansion Premises Work and all contractors, subcontractors and supplies involved with Tenant's the Fifth Expansion Premises Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006the expiration or earlier termination of the Term, (v) is not otherwise in default (beyond applicable notice and cure periods) under this the Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's ’s interest in the Lease or against the Building or the Site arising out of Tenant's the Fifth Expansion Premises Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified (the “Fifth Expansion Premises Certified Costs”) or the amount of the Fifth Expansion Premises Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards improvements but not the cost of any of Tenant's voice and data cabling, ’s personal property, trade fixtures or trade equipment, moving expenses equipment or any so-called soft costs, except as expressly permitted above. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Fifth Expansion Premises Tenant Allowance for any purposes other than as provided in this Section 3.47.3, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, as provided in this Section 7.3, the Fifth Expansion Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Fifth Expansion Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's the Fifth Expansion Premises Work and the other costs for which Tenant is permitted to seek reimbursement above are less than the Fifth Expansion Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease. Landlord shall be entitled to deduct from the Fifth Expansion Premises Tenant Allowance an amount equal to the sum of (i) third party expenses incurred by Landlord to review any elements of the Fifth Expansion Premises Plans and the Fifth Expansion Premises Work that may affect the structure of the Building, and (ii) third party expenses incurred by Landlord to review the Fifth Expansion Premises Plans and the Fifth Expansion Premises Work of which Tenant has received advance notice and which Tenant, in its commercially reasonable determination, has approved.

Special Allowance. (A) Landlord shall provide to Tenant Tenant, as more particularly provided below, a special allowance equal (the “Tenant Allowance”) for the purpose of defraying a portion of Tenant’s costs of making leasehold improvements to the floors of the Building that comprise the Initial Premises (excluding the Potential Give Back Premises unless Tenant waives its right to delete the same from the Premises or elects not to exercise its right to do so) and the Must Take Premises (such floors as to which the Tenant Allowance relates being sometimes collectively referred to as the “Tenant Allowance Floors” and individually each a “Tenant Allowance Floor”). The amount of the Tenant Allowance shall be equal, in the aggregate, to the product of (i) $6.00 35.00 and (ii) the Rentable Floor Area of the Tenant Allowance Floors, provided that the availability of the Tenant Allowance for requisition will commence only following the Commencement Date with respect of the Tenant Allowance Floor to which such portion of the Tenant Allowance relates. As each Commencement Date pertaining to a Tenant Allowance Floor occurs, the Tenant Allowance relating thereto, calculated as the rate of $35.00 per square foot of Rentable Floor Area of such Tenant Allowance Floor, will commence to become available for requisition. Notwithstanding anything to the contrary hereinabove provided, in the case of the Potential Give Back Premises, should the Potential Give Back Premises remain included in the Premises and not be deleted from the Premises, then rather than the Commencement Date, the date upon which Tenant waives its right to delete the same from the Premises, or the date following the expiration of Tenant’s right to delete the Potential Give Back Premises from the Premises without Tenant having elected to do so, shall be the date upon which the Tenant Allowance allocable thereto would commence to be available for requisition. (the "Tenant Allowance"). B) The Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or on behalf of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, solely on account of the cost of leasehold improvement work performed by Tenant eligible to be requisitioned and as defined in Section 4.3(D) below (“Tenant’s Work”) on the Tenant Allowance Floor of the Building to which such portion of the Tenant Allowance relates, except as expressly set forth below in this Section 4.3(B). The cost of Tenant’s Work may include architectural and design fees (“A&D Fees”) associated therewith but not in excess of $5.00 per square foot of Rentable Floor Area (“Design Fees Limit”) for each Tenant Allowance Floor. However, provided that Tenant has requisitioned and paid at least $15.00 per square foot of Rentable Floor Area on account of completed Tenant’s Work (exclusive of A&D Fees) on a Tenant Allowance Floor, then the balance of the Tenant Allowance associated with such Tenant Allowance Floor (including without limitation any unused Tenant Allowance that might have been permissibly applied to A&D Fees) may be requisitioned and applied to costs of Tenant Work performed on other Tenant Allowance Floors. (C) Landlord shall pay, within thirty (30) days after receipt of a complete requisition (as defined in Section 4.3(D) below) submitted by Tenant to Landlord, the requested portion of the Tenant Allowance for all the Tenant Allowance Floor in question, as set forth on such requisition, to Tenant, until the entirety of the Tenant Allowance has been applied towards the appropriate components of Tenant’s Work on such Tenant Allowance Floor, or otherwise applied as permitted under Section 4.3(B). A separate requisition shall be required for the Tenant Allowance allocated to each Tenant Allowance Floor, which may be applied only as contemplated by this Section 4.3. (D) For the purposes hereof, a “requisition” shall mean written documentation, together with (i) an AIA requisition form with respect to work performed pursuant to Tenant's Work ’s construction contract with its general contractor, (ii) invoices from Tenant’s service providers, showing in full and has delivered reasonable detail the cost of the item in question or of the improvements installed to Landlord date in the Tenant Allowance Floor, (iii) lien waivers from all persons who might have a lien as a result of such work, in the recordable forms form attached hereto as Exhibit FF-1 (provided that Tenant shall not be required to deliver any lien waivers with respect to any items of work covered by Tenant’s first requisition for the Tenant Allowance to the extent Tenant had not paid the service provider(s) at issue prior to the date of such requisition, but Tenant shall deliver the lien waivers and evidence of payment in full of the items of work covered by such first requisition within twenty-one (21) days following the disbursement of the Tenant Allowance with respect to such first requisition) and (iv) certifications from Tenant that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such certification. Such requisition shall be accompanied by evidence reasonably satisfactory to Landlord that the items, services and work covered by such requisition have been fully paid by Tenant. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly. Notwithstanding anything contained herein to the contrary: (i) Landlord shall have no obligation to advance funds on account of the Tenant Allowance unless and until Landlord has received the requisition in question, together with the certifications required above. (ii) Tenant shall not be entitled to any portion of the Tenant Allowance, and Landlord shall have no obligation to pay the Tenant Allowance, in respect of any requisition submitted after the date which is one (1) year from the Commencement Date pertaining to such Tenant Allowance Floor (except with respect to the Potential Give Back Premises such one (1) year period shall be measured as provided above), it being understood and agreed that irrespective of said time period, Tenant shall not be entitled to any payment or credit on account of any unused portions of the Tenant Allowance nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease; provided, however, that such one (1) year period shall be extended, but in no event for more than twelve (12) additional months, until the date which is sixty (60) days after the date that any litigation with respect to which funding of the Tenant Allowance is withheld under Section 4.3(D)(iii) below is finally resolved. (iii) has delivered Landlord shall have no obligation to Landlord its certificate specifying fund any portion of the cost Tenant Allowance to the extent that (a) at the time of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) requisition Tenant is not otherwise in default under this Lease beyond the expiration of any notice and cure period (it being understood and agreed that if Tenant cures a default prior to the expiration of the applicable cure period, or if Tenant cures a default thereafter and Landlord has not terminated this Lease, and Tenant shall be entitled to such payment from Landlord), (vib) there are no any liens (unless bonded to the reasonable satisfaction of Landlord) filed against Tenant's ’s interest in the this Lease or against the Building or the Site arising solely out of Tenant's the Tenant Work or (c) there is any litigation in which Tenant is a partyparty relating to the Tenant Work; provided, however, that the amount held back under the foregoing clause (c) shall not exceed two hundred percent (200%) of the amount of the claim against Tenant under the applicable litigation; and provided further, however, that the amount so held back shall be paid to Tenant upon such time as the litigation is finally resolved, subject to the time limitation set forth in clause (ii) above. (iv) For each requisition associated with a Tenant Allowance Floor submitted by Tenant hereunder, Landlord shall only be required to disburse a portion of the Tenant Allowance associated with such floor towards the total costs set forth on each such requisition pertaining to such Tenant Allowance Floor in an amount equal to the same proportion as the total portion of the Tenant Allowance allocated by Tenant (within the limitation established by Section 4.3(B)) bears to the total costs of Tenant’s Work reasonably budgeted for by Tenant towards which the Tenant Allowance may be applied (with Tenant being fully and solely responsible for the remainder of the amount shown in the requisition). Notwithstanding the foregoing, if upon completion of the Tenant’s Work, the total costs of Tenant’s Work equals or exceeds the total amount of the Tenant Allowance, then Landlord shall pay the unpaid balance of the Tenant Allowance to Tenant within thirty (30) days after the satisfaction Tenant’s final requisition therefor. (v) By way of example of the foregoing conditionscalculation set forth in clause (iv) above, if the Landlord shall pay total Tenant Allowance for the floor at issue equals $35.00 per square foot of Rentable Floor Area, and the total costs of Tenant’s Work associated with such floor is $70.00 per square foot of Rentable Floor Area, then the ratio of the total allocable Tenant Allowance to the total costs of Tenant’s Work would be 1:2, and if Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoingsubmitted a requisition for $300,000.00, Tenant shall have the option Landlord would be required to request Landlord to make two separate disbursements disburse $150,000.00 of the Tenant Allowance (one prior on account of such requisition and Tenant would be responsible for the remaining $150,000.00. Also, by way of example, if by virtue of Tenant’s reallocating Tenant Allowance from another Tenant Allowance Floor, due to final completion the fact that the cost of Tenant’s Work on such floor will equal only $15.00 per square foot of Rentable Floor Area, with the result that Tenant’s Allowance allocable to the Tenant Allowance Floor at issue is increased by Tenant to $55.00 per square foot of Rentable Floor Area, then if the total costs of Tenant’s Work associated with the floor at issue is $70.00 per square foot of Rentable Floor Area, the ratio of the total allocable Tenant Allowance to the total costs of Tenant's ’s Work would be 55:70, and one upon completion if Tenant submitted a requisition for $300,000.00, Landlord would be required to disburse $235,714.29 of the same), provided that in Tenant Allowance on account of such requisition and Tenant would be responsible for the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through remaining $64,285.71. (vi) above with respect In no event shall Landlord be deemed to that portion have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen on account of the Tenant's Work completed prior to the date of the request and Tenant Work. (2E) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost of Tenant’s Work to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards improvements but not the cost of any of Tenant's voice and data cabling, ’s personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costscosts except for architectural and design fees not exceeding the Design Fees Limit. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4Section, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Tenant Allowance on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's ’s Work is less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease. Landlord shall be entitled to deduct from the Tenant Allowance an amount equal to the sum of: (i) $150/hour for time spent by senior staff, and $100/hour for time spent by junior staff, which shall be limited, however, to a maximum of $2,500 per floor, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s Work, as shown by evidence reasonably satisfactory to Tenant.

Special Allowance. (A) Landlord shall provide to Tenant Tenant, as more particularly provided below, a special allowance equal (the “Tenant Allowance”) for the purpose of defraying a portion of Tenant’s costs of making leasehold improvements to the floors of the Building that comprise the Premises (such floors as to which the Tenant Allowance relates being sometimes collectively referred to as the “Tenant Allowance Floors” and individually each a “Tenant Allowance Floor”). The amount of the Tenant Allowance shall be equal, in the aggregate, to the product of (i) $6.00 35.00 and (ii) the Rentable Floor Area of the Premises Tenant Allowance Floors, provided that the availability of the Tenant Allowance for requisition will commence only following the Commencement Date. (the "Tenant Allowance"). B) The Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or on behalf of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, solely on account of the cost of leasehold improvement work performed by Tenant eligible to be requisitioned and as defined in Section 4.3(D) below (“Tenant’s Work”) on the Tenant Allowance Floor of the Building to which such portion of the Tenant Allowance relates, except as expressly set forth below in this Section 4.3(B). The cost of Tenant’s Work may include architectural and design fees (“A&D Fees”) associated therewith but not in excess of $5.00 per square foot of Rentable Floor Area (“Design Fees Limit”) for each Tenant Allowance Floor. However, provided that Tenant has requisitioned and paid at least $15.00 per square foot of Rentable Floor Area on account of completed Tenant’s Work (exclusive of A&D Fees) on a Tenant Allowance Floor, then the balance of the Tenant Allowance associated with such Tenant Allowance Floor (including without limitation any unused Tenant Allowance that might have been permissibly applied to A&D Fees) may be requisitioned and applied to costs of Tenant Work performed on other Tenant Allowance Floors. (C) Landlord shall pay, within thirty (30) days after receipt of a complete requisition (as defined in Section 4.3(D) below) submitted by Tenant to Landlord, the requested portion of the Tenant Allowance for all the Tenant Allowance Floor in question, as set forth on such requisition, to Tenant, until the entirety of the Tenant Allowance has been applied towards the appropriate components of Tenant’s Work on such Tenant Allowance Floor, or otherwise applied as permitted under Section 4.3(B). A separate requisition shall be required for the Tenant Allowance allocated to each Tenant Allowance Floor, which may be applied only as contemplated by this Section 4.3. (D) For the purposes hereof, a “requisition” shall mean written documentation, together with (i) an AIA requisition form with respect to work performed pursuant to Tenant's Work ’s construction contract with its general contractor, (ii) invoices from Tenant’s service providers, showing in full and has delivered reasonable detail the cost of the item in question or of the improvements installed to Landlord date in the Tenant Allowance Floor, (iii) lien waivers from all persons who might have a lien as a result of such work, in the recordable forms form attached hereto as Exhibit FF-1 (provided that Tenant shall not be required to deliver any lien waivers with respect to any items of work covered by Tenant’s first requisition for the Tenant Allowance to the extent Tenant had not paid the service provider(s) at issue prior to the date of such requisition, but Tenant shall deliver the lien waivers and evidence of payment in full of the items of work covered by such first requisition within twenty-one (21) days following the disbursement of the Tenant Allowance with respect to such first requisition) and (iv) certifications from Tenant that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such certification. Such requisition shall be accompanied by evidence reasonably satisfactory to Landlord that the items, services and work covered by such requisition have been fully paid by Tenant. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly. Notwithstanding anything contained herein to the contrary: (i) Landlord shall have no obligation to advance funds on account of the Tenant Allowance unless and until Landlord has received the requisition in question, together with the certifications required above. (ii) Tenant shall not be entitled to any portion of the Tenant Allowance, and Landlord shall have no obligation to pay the Tenant Allowance, in respect of any requisition submitted after the date which is one (1) year from the Commencement Date pertaining to such Tenant Allowance Floor, it being understood and agreed that irrespective of said time period, Tenant shall not be entitled to any payment or credit on account of any unused portions of the Tenant Allowance nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease; provided, however, that such one (1) year period shall be extended, but in no event for more than twelve (12) additional months, until the date which is sixty (60) days after the date that any litigation with respect to which funding of the Tenant Allowance is withheld under Section 4.3(D)(iii) below is finally resolved. (iii) has delivered Landlord shall have no obligation to Landlord its certificate specifying fund any portion of the cost Tenant Allowance to the extent that (a) at the time of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) requisition Tenant is not otherwise in default under this Lease beyond the expiration of any notice and cure period (it being understood and agreed that if Tenant cures a default prior to the expiration of the applicable cure period, or if Tenant cures a default thereafter and Landlord has not terminated this Lease, and Tenant shall be entitled to such payment from Landlord), (vib) there are no any liens (unless bonded to the reasonable satisfaction of Landlord) filed against Tenant's ’s interest in the this Lease or against the Building or the Site arising solely out of Tenant's the Tenant Work or (c) there is any litigation in which Tenant is a partyparty relating to the Tenant Work; provided, however, that the amount held back under the foregoing clause (c) shall not exceed two hundred percent (200%) of the amount of the claim against Tenant under the applicable litigation; and provided further, however, that the amount so held back shall be paid to Tenant upon such time as the litigation is finally resolved, subject to the time limitation set forth in clause (ii) above. (iv) For each requisition associated with a Tenant Allowance Floor submitted by Tenant hereunder, Landlord shall only be required to disburse a portion of the Tenant Allowance associated with such floor towards the total costs set forth on each such requisition pertaining to such Tenant Allowance Floor in an amount equal to the same proportion as the total portion of the Tenant Allowance allocated by Tenant (within the limitation established by Section 4.3(B)) bears to the total costs of Tenant’s Work reasonably budgeted for by Tenant towards which the Tenant Allowance may be applied (with Tenant being fully and solely responsible for the remainder of the amount shown in the requisition). Notwithstanding the foregoing, if upon completion of the Tenant’s Work, the total costs of Tenant’s Work equals or exceeds the total amount of the Tenant Allowance, then Landlord shall pay the unpaid balance of the Tenant Allowance to Tenant within thirty (30) days after the satisfaction Tenant’s final requisition therefor. (v) By way of example of the foregoing conditionscalculation set forth in clause (iv) above, if the Landlord shall pay total Tenant Allowance for the floor at issue equals $35.00 per square foot of Rentable Floor Area, and the total costs of Tenant’s Work associated with such floor is $70.00 per square foot of Rentable Floor Area, then the ratio of the total allocable Tenant Allowance to the total costs of Tenant’s Work would be 1:2, and if Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoingsubmitted a requisition for $300,000.00, Tenant shall have the option Landlord would be required to request Landlord to make two separate disbursements disburse $150,000.00 of the Tenant Allowance (one prior on account of such requisition and Tenant would be responsible for the remaining $150,000.00. Also, by way of example, if by virtue of Tenant’s reallocating Tenant Allowance from another Tenant Allowance Floor, due to final completion the fact that the cost of Tenant’s Work on such floor will equal only $15.00 per square foot of Rentable Floor Area, with the result that Tenant’s Allowance allocable to the Tenant Allowance Floor at issue is increased by Tenant to $55.00 per square foot of Rentable Floor Area, then if the total costs of Tenant’s Work associated with the floor at issue is $70.00 per square foot of Rentable Floor Area, the ratio of the total allocable Tenant Allowance to the total costs of Tenant's ’s Work would be 55:70, and one upon completion if Tenant submitted a requisition for $300,000.00, Landlord would be required to disburse $235,714.29 of the same), provided that in Tenant Allowance on account of such requisition and Tenant would be responsible for the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through remaining $64,285.71. (vi) above with respect In no event shall Landlord be deemed to that portion have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen on account of the Tenant's Work completed prior to the date of the request and Tenant Work. (2E) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost of Tenant’s Work to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards improvements but not the cost of any of Tenant's voice and data cabling, ’s personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costscosts except for architectural and design fees not exceeding the Design Fees Limit. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4Section, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Tenant Allowance on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's ’s Work is less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease. Landlord shall be entitled to deduct from the Tenant Allowance an amount equal to the sum of: (i) $150/hour for time spent by senior staff, and $100/hour for time spent by junior staff, which shall be limited, however, to a maximum of $2,500 per floor, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s Work, as shown by evidence reasonably satisfactory to Tenant.

Special Allowance. (A) Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 35.00 and (ii) the Rentable Floor Area of the Premises (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or on behalf of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's ’s Work, together with evidence of such cost in the form of paid invoices, receipts including any architect and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowanceengineering fees. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the The Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to shall only be so reimbursed by Landlord shall include (x) applied towards the cost of leasehold improvements, engineering fees, architectural fees improvements and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Tenant Allowance towards Tenant’s personal property, furniture, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. Landlord shall be entitled to deduct from the Tenant Allowance an amount equal to the Third Party Review Costs. (B) Landlord shall pay Landlord’s Proportion (as hereinafter defined) of the cost shown on each Requisition (as hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of the Tenant Allowance has been exhausted. For the purposes hereof, “Landlord’s Proportion” shall be a fraction, the numerator of which is the Tenant Allowance and the denominator of which is the total contract price for Tenant’s Work, and a “Requisition” shall mean written documentation (including, without limitation, invoices from Tenant’s contractors, vendors, service providers and consultants, lien waivers in form reasonably acceptable to Landlord, and such other documentation as Landlord may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by certifications from Tenant that the amount of the Requisition in question does not exceed the cost of the items, services and work covered by such Requisition. Prior to commencement of Tenant’s Work, Tenant shall provide Landlord with reasonable evidence of the total contract price for Tenant’s Work. In the event that such cost of the total contract price for Tenant's ’s Work is less than changed during the Tenant Allowancecourse of performance of the same, then Tenant shall not notify Landlord and Landlord’s Proportion shall be entitled adjusted accordingly. Each Requisition shall be accompanied by evidence reasonably satisfactory to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed Landlord that items, services and work covered by such Requisition have been fully paid by Tenant under this Lease.and that the work has been performed. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Notwithstanding anything to the contrary herein contained:

Special Allowance. Landlord shall provide to Tenant a special allowance in an amount equal to the product of (ix) $6.00 15.00 and (iiy) the Rentable Floor Area of the Third Additional Premises (the "“Tenant Third Additional Premises Allowance"”). The Tenant Third Additional Premises Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or on behalf of Tenant ("Tenant's ’s Third Additional Premises Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's ’s Third Additional Premises Work in accordance with the terms of this LeaseFourth Amendment, has paid for all of such Tenant's ’s Third Additional Premises Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto to the Third Amendment as Exhibit FE, (iiiii) has delivered to Landlord its certificate specifying the cost of such Tenant's ’s Third Additional Premises Work and all contractors, subcontractors and supplies suppliers involved with Tenant's ’s Third Additional Premises Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iii) has delivered to Landlord a final set of record drawings for Tenant’s Third Additional Premises Work, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1March 31, 20062019, (v) is not otherwise in default under this Leasethe Lease beyond any applicable notice and cure period, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's ’s interest in the Lease or against the Building or the Site arising out of Tenant's ’s Third Additional Premises Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Third Additional Premises Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards but not the cost of any of Tenant's voice and data cabling, ’s personal property, trade fixtures or trade equipment, moving expenses equipment or any so-called soft costscosts for architectural or engineering fees or for telecommunications and AV wiring above the Soft Costs Cap (hereinafter defined). The total amount of the Tenant Third Amendment Premises Allowance that may be applied towards soft costs for architectural and engineering fees and for telecommunications and AV wiring shall not exceed an amount equal to the product of (x) $4.00 and (y) the Rentable Floor Area of the Third Additional Premises (the “Soft Costs Cap”). Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Third Additional Premises Allowance for any purposes other than as provided in this Section 3.41.3, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, the Tenant Third Additional Premises Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Tenant Third Additional Premises Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's ’s Third Additional Premises Work is less than the Tenant Third Additional Premises Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease. Exhibit 10.1 EXHIBIT B-2 Tenant Plan and Working Drawing Requirements 1. Floor plan indicating location of partitions and doors (details required of partition and door types). 2. Location of standard electrical convenience outlets and telephone outlets. 3. Location and details of special electrical outlets; (e.g. Xerox), including voltage, amperage, phase and NEMA configuration of outlets. 4. Reflected ceiling plan showing layout of standard ceiling and lighting fixtures. Partitions to be shown lightly with switches located indicating fixtures to be controlled. 5. Locations and details of special ceiling conditions, lighting fixtures, speakers, etc. 6. Location and heat load in BTU/Hr. of all special air conditioning and ventilating requirements and all necessary HVAC mechanical drawings. 7. Location and details of special structural requirements, e.g., slab penetrations and areas with floor loadings exceeding a live load of 70 lbs./s.f. 8. Locations and details of all plumbing fixtures; sinks, drinking fountains, etc. 9. Location and specifications of floor coverings, e.g., vinyl tile, carpet, ceramic tile, etc. 10. Finish schedule plan indicating wall covering, paint or paneling with paint colors referenced to standard color system. 11. Details and specifications of special millwork, glass partitions, rolling doors and grilles, blackboards, shelves, etc. 12. Hardware schedule indicating door number keyed to plan, size, hardware required including butts, latchsets or locksets, closures, stops, and any special items such as thresholds, soundproofing, etc. Keying schedule is required. 13. Verified dimensions of all built-in equipment (file cabinets, lockers, plan files, etc.).

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 32.00, and (ii) the Rentable Floor Area of the Expansion Premises 2 (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant Landlord solely on account of the cost of work performed by Landlord’s Expansion Premises 2 Work. In no event shall Landlord’s obligations to pay or on behalf reimburse Tenant for any of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction costs of Landlord) against Tenant's interest in ’s Expansion Premises 2 Work exceed the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the total Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations1.3. In addition, in whole the event that (i) Tenant is in default under the Lease or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in partthe Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Tenant Allowance and Tenant shall be obligated to any contractorspay, subcontractorsas Additional Rent, suppliers, workers or materialmenall costs of Landlord’s Expansion Premises 2 Work in excess of that portion of the Tenant Allowance funded by Landlord through the date of the Event. Further, the Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost the costs of Tenant's Landlord’s Expansion Premises 2 Work is are less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 40.00 and (ii) the Rentable Floor Area of the Premises (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant solely Landlord on account of the cost of work performed by or on behalf of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded costs related to the reasonable satisfaction design, permitting and construction of Landlord) against Tenant's interest in ’s Work. In no event shall Landlord’s obligations to pay the Lease or against costs of Landlord’s Work exceed the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the total Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations1.4. In addition, in whole the event that (i) Tenant is in default under the Lease or, (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in partwhich Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Tenant Allowance and Tenant shall be obligated to any contractorspay, subcontractorsas Additional Rent, suppliers, workers or materialmenall costs of Landlord’s Work in excess of that portion of the Tenant Allowance funded by Landlord through the date of the Event. Further, the Tenant Allowance shall only be applied towards the cost of Landlord’s Work and in no event shall Landlord be required to make application of any portion of the Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost the costs of Tenant's Landlord’s Work is are less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease. Tenant acknowledges that any portion of the Tenant Allowance which has not been utilized on or before the first anniversary of the Commencement Date shall be forfeited by Tenant. Landlord agrees to (i) request bids for Landlord’s Work from at least three (3) general contractors, (ii) if requested by Tenant, provide to Tenant a copy of each bid for Landlord’s Work which Landlord receives prior to Landlord selecting a bid, and (iii) select the bid of the lowest qualified general contract bidder which Landlord believes will be able to substantially complete the Landlord’s Work by the Estimated Commencement Date.

Special Allowance. (A) Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 21.50 and (ii) the Rentable Floor Area of the Premises (the "Tenant Allowance"), subject to subsection 1.3(B) below. The Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or on behalf of Tenant ("Tenant's Work, including, without limitation, costs of architecture and engineering, plans, permitting and so-called ")hard" construction costs, which such Tenant's Work shall be performed in accordance but subject to the Cap Amount with the terms of this Leaserespect to Special Costs as provided below. Provided that the Tenant (i) has opened for business in the PremisesPremises A and delivered a certificate of occupancy for the same to Landlord (which may be temporary if a final certificate of occupancy is not available on account of matters that are not the responsibility of Tenant), (ii) has substantially completed all of such Tenant's Work in accordance with the terms of this the Lease, (iii) has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto to the Lease as Exhibit F, (iiiiv) has executed the Declaration in the form annexed to the Lease as Exhibit E, (v) has delivered to Landlord its certificate specifying the cost of such Tenant's Work Work, which certificate shall allocate the costs between Premises A, Premises B, and Premises C, and identifying all contractors, subcontractors and supplies suppliers involved with Tenant's Work, together with reasonable evidence of such cost in the form of paid invoices, receipts and the like, (ivvi) has delivered to Landlord a final set of record drawings for Tenant's Work, (vii) has satisfied the requirements of (i) through (iiivi) above and made request for such payment on or before May 1, 2006the date that is eighteen (18) months after the Premises A Commencement Date, (vviii) is not otherwise in monetary default or default under any obligations contained in this Exhibit B-1 under the Lease, and (viviii) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of design, engineering (the "Special Costs") and construction of the leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards but not the cost of any of Tenant's voice and data cabling, personal property, trade fixtures or fixtures, trade equipment, moving expenses equipment or any so-called soft costscosts (other than the Special Costs). Notwithstanding the foregoing, it is understood and agreed that Tenant may not utilize more than the product of (i) $4.00 and (ii) the Rentable Floor Area of the Premises (the "Cap Amount") of the Tenant Allowance towards the Special Costs; provided, further, that, with respect to any Special Costs for which Tenant has directly contracted, Tenant (A) has paid for all of such Special Costs in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result thereof in the recordable forms attached to the Lease as Exhibit F and (B) has delivered to Landlord its certificate specifying the cost of such Special Costs, together with evidence of such cost in the form of paid invoices, receipts and the like. Landlord shall pay to Tenant the lesser of the amount of such Special Costs so certified or the Cap Amount within thirty (30) days after the satisfaction of the foregoing conditions. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.41.3, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, the Tenant Allowance shall only be applied towards the cost of designing, engineering and constructing the leasehold improvements and in no event shall Landlord be required to make application of any portion of the Tenant Allowance towards Tenant's personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's Work is less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. If Landlord fails timely to pay any portion of Tenant Allowance when properly due, and Landlord does not cure such failure on or before the date ten (10) business days after Landlord receives written notice entitled "Notice of Intent to Offset Tenant Allowance" from Tenant of such default, then Tenant shall have the right to offset the portion of the Tenant Allowance properly due to Tenant, together with interest at the rate under Section 9.16(B) of the Lease on the delinquent amount from the due date of such disbursement u ntil the date paid, against the next installment(s) of Annual Fixed Rent due under the Lease, provided however, that the amount so offset by Tenant in any calendar month shall not exceed twenty percent (20%) of the amount of the monthly installment of Annual Fixed Rent payable by Tenant to Landlord with respect to such calendar month. (B) Notwithstanding any provision of Section 3. l(A) of this Lease.Work Letter to the contrary, Tenant agrees that no less than (i) the product of (A) $10.00 and (ii) the Rentable Floor Area of the Premises B, shall be used by Tenant towards leasehold improvements to Premises B (exclusive of Soft Costs) (the "Premises B Minimum"), and (ii) the product of (A) $10.00 and

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 75.00 and (ii) the Rentable Floor Area of the Premises (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant Landlord solely on account of the cost of work performed by or on behalf of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened Improvement Work. In no event shall Landlord’s obligations to pay or reimburse Tenant for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Improvement Work exceed the total Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations1.4. In addition, in whole the event that (i) Tenant is in default under the Lease beyond applicable notice and cure periods or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in partthe Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”) until the same is cured or eliminated, Landlord may suspend funding the Tenant Allowance and Tenant shall be obligated to any contractorspay, subcontractorsas Additional Rent, suppliersall costs of the Tenant Improvement Work in excess of that portion of the Tenant Allowance funded by Landlord through the date of the Event, workers or materialmenand upon elimination of the Event, Landlord shall resume funding the Tenant Allowance. Further, the Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost the costs of Tenant's the Tenant Improvement Work is are less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease. Notwithstanding the foregoing, it is understood and agreed that Tenant may utilize up to a maximum of fifteen percent (15%) (the “Cap Amount”) of the Tenant Allowance towards the cost of architectural and engineering design of the Tenant Improvement Work, and the installation or connection of Tenant’s computer, telephone, other communication equipment, systems or wiring shown on the Plans (the “Special Costs”); provided, however, that the conditions to application of the Tenant Allowance set forth above have been satisfied and provided further that, with respect to any Special Costs for which Tenant has directly contracted, Tenant (i) has paid for all of such Special Costs in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result thereof in a from reasonably satisfactory to Landlord, and (ii) has delivered to Landlord its certificate specifying the cost of such Special Costs, together with evidence of such cost in the form of paid invoices, receipts and the like. Landlord shall pay to Tenant the lesser of the amount of such costs so certified or the Cap Amount within thirty (30) days after the satisfaction of the foregoing conditions.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 46.00, and (ii) the Rentable Floor Area of the Expansion Premises 1 (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant Landlord solely on account of the cost of work performed by or on behalf the Landlord’s Expansion Premises 1 Work. Any costs of Tenant ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with performing the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Landlord’s Expansion Premises 1 Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements excess of the Tenant Allowance (one prior to final completion of the shall be Tenant's Work ’s responsibility and one upon completion of the same), provided that in the case of the request made prior to final completion (1) shall be deemed Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost Plan Excess Costs to be so reimbursed by Landlord paid in accordance with Section 1.4 below. In no event shall include (x) Landlord’s obligations to pay for the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards Landlord’s Expansion Premises 1 Work exceed the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft coststotal Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations1.3. In addition, in whole the event that (i) Tenant is in default under the Lease, or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in partthe Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Tenant Allowance and Tenant shall be obligated to any contractorspay, subcontractorsas Additional Rent, suppliers, workers or materialmenall costs of the Landlord’s Expansion Premises 1 Work in excess of that portion of the Tenant Allowance funded by Landlord through the date of the Event. Further, the Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Tenant FINAL Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost the costs of Tenant's the Landlord’s Expansion Premises 1 Work is are less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $6.00 30.00 and (ii) the Rentable Floor Area of the Second Amendment Additional Premises (the "Tenant “Second Amendment Allowance"”). The Tenant Second Amendment Allowance shall be used and applied by Tenant Landlord solely on account of the cost of work performed by or on behalf Landlord’s Work in the Second Amendment Additional Premises (which shall include the cost of Tenant leasehold improvements, architectural and engineering fees and tel/data cabling installation ("Tenant's Work")provided, which such Tenant's Work however, that the amount of the Second Amendment Allowance that may be applied towards the reimbursement of architectural and engineering fees and tel/data cabling installation shall be performed capped at an amount equal to the product of (x) $5.00 and (y) the rentable floor area of the Second Amendment Additional Premises). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs or Landlord’s Work in accordance with the terms Second Amendment Additional Premises exceed the total Second Amendment Allowance. Landlord shall be under no obligation to apply any portion of the Second Amendment Allowance for any purposes other than as provided in this LeaseSection 1.5. Provided In addition, in the event that the Tenant (i) Tenant has opened for business received notice from Landlord that it is in default of its obligations under the Premises, Lease and such default remains uncured or (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no any liens (unless which are not bonded to the reasonable satisfaction of Landlord) Landlord against Tenant's ’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant (it being acknowledged and agreed for these purposes that the Landlord’s Work in the Second Amendment Additional Premises being performed by Landlord shall not be considered “work performed by Tenant's Work ”) or any litigation in which Tenant is a party, then within thirty (30) days then, from and after the satisfaction date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the foregoing conditionsSecond Amendment Allowance and Tenant shall be obligated to pay, the Landlord shall pay to the Tenant the lesser as Additional Rent, all costs of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Landlord’s Work and one upon completion of the same), provided that in the case Second Amendment Additional Premises in excess of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to Second Amendment Allowance funded by Landlord through the date of the request and (2) Event, subject to reimbursement by Landlord after the disbursement requested by Tenant equals $21,832.00 condition giving rise to the Event has been cured or moreotherwise rectified to Landlord’s reasonable satisfaction. For the purposes hereofFurther, the cost to Second Amendment Allowance shall only be so reimbursed by Landlord shall include (x) applied towards the cost of leasehold improvementsimprovements and, engineering feessubject to the limitations set forth above, architectural and engineering fees and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and tel/data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costscabling installation. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in In no event shall Landlord be required to make application of any portion of the Tenant Second Amendment Allowance towards Tenant’s personal property, trade fixtures, trade equipment, furniture/furniture fronts or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such the cost of Tenant's the Landlord’s Work is in the Second Amendment Additional Premises are less than the Tenant Second Amendment Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Tenant acknowledges that any portion of the Second Amendment Allowance which has not been utilized on or before July 1, 2013 shall be forfeited by Tenant. Landlord shall be entitled to deduct the Construction Management Fee referenced in Sections 1.1(E) above from the Second Amendment Allowance. With respect to architectural and engineering fees and tel/data cabling installation costs, Tenant may from time to time request disbursements of the Second Amendment Allowance to pay such costs (or reimburse Tenant for having paid such costs), up to the maximum amounts set forth above, including with its request for payment a summary of the costs incurred and reasonable supporting documentation with respect thereto (which in the case of any payment for which Tenant seeks reimbursement shall include, without limitation, paid invoices, receipts and the like evidencing such payment, as well as lien waivers in recordable form reasonably acceptable to Landlord from all persons who might have a lien as a result of such work). Provided that the conditions to disbursement of the Second Amendment Allowance as set forth in this LeaseSection 1.5 have otherwise been satisfied, Landlord shall disburse the requested funds to Tenant within thirty (30) days after Tenant’s request therefor. If Tenant has satisfied the conditions to disbursement of the Second Amendment Allowance and Landlord fails to disburse the requested funds to Tenant within thirty (30) days of Tenant’s request therefor, and Landlord has not, within ten (10) business days of its receipt of Tenant’s demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 1.6 below (or if Landlord has timely disputed Tenant’s demand, has submitted such dispute to arbitration in accordance with said Section 1.6 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under the Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than fifteen percent (15%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to of $2,236,960.00 (being the product of (i) $6.00 40.00 and (ii) the Rentable Floor Area of the Premises (the "“Tenant Allowance"”). The Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or on behalf of Tenant Tenant’s Work and the “Applicable Design Costs” ("Tenant's Work"hereinafter defined), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that Tenant is not in default beyond the expiration of any applicable notice or grace period of its obligations under the Lease at the time that Tenant (i) has opened for business in the Premisesrequests any requisition on account of Tenant’s Allowance, (ii) has completed all Landlord shall pay to Tenant a portion of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, work shown on each requisition (ivas hereinafter defined) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded submitted by Tenant to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then Landlord within thirty (30) days after of submission thereof by Tenant to Landlord, such portion calculated as follows: If there shall be such a default, Landlord shall not be obligated to continue funding the satisfaction Tenant Allowance until and unless such default is fully cured within the applicable grace period. If such default is not so cured within the grace period, Landlord shall have no obligation to continue funding. Each requisition shall set forth the total cost of Tenant’s Work (which term, for the foregoing conditionspurpose hereof, shall include Approved Design Costs) incurred during the period covered by such requisition. Landlord shall pay for and with respect to each such requisition an amount equal to the Tenant product of (i) the lesser cost of Tenant’s Work set forth in such requisition, multiplied by (ii) a fraction, the amount numerator of such costs so certified or which is the total amount of the Tenant AllowanceAllowance and the denominator of which is the total amount of the cost of Tenant’s Work (excluding, however, the cost of any so-called “demountable wall systems” or other portions, if any, of Tenant’s Work toward which the Tenant Allowance may not be applied). Notwithstanding the foregoing, (a) in no event shall Landlord be required to pay more than the total amount of Tenant’s Allowance, and (b) the final payment(s) of Tenant’s Allowance shall, if necessary for Tenant to receive the total amount of Tenant’s Allowance that Tenant is otherwise entitled to receive hereunder, be increased to the extent necessary for Tenant to receive such total amount. For the purposes hereof, a “requisition” shall mean written documentation showing in reasonable detail the costs of the improvements then installed by Tenant in the Premises (i.e., the Tenant’s Work). Each requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous requisitions has been fully paid by Tenant. Further, the parties hereby acknowledge that the provisions of the next to last sentence of Section 5.14 of this Lease shall apply to all of Tenant’s Work under this Article III. At Landlord’s request from time to time, Tenant shall deliver lien waivers from all contractors and subcontractors performing Tenant’s Work. Landlord shall have the option right, upon reasonable advance notice to request Landlord Tenant, to make two separate disbursements of examine Tenant’s invoices relating to each requisition in order to verify the amount thereof. Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1shall submit requisition(s) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or moreno more often than monthly. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.4, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Tenant Allowance on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's Work is less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to in the product amount of Twenty Thousand Dollars (i$20,000) $6.00 and (ii) the Rentable Floor Area of the Premises (the "“Tenant Expansion Allowance"”). The Tenant Expansion Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or preparing the Expansion Premises for Tenant’s use and occupancy and exterior signage on behalf of the Building (the “Tenant ("Tenant's Expansion Work"”), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, work in the recordable forms attached hereto as Exhibit Fform, (iiiii) has delivered to Landlord its a certificate specifying the cost of such Tenant's ’s Work Expansion and identifying all contractors, subcontractors and supplies suppliers involved with Tenant's ’s Expansion Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iviii) has satisfied the requirements of (i) through (iiiii) above above, and made request for such payment payment, on or before May 1, 2006the date that is twelve (12) months after the Expansion Premises Commencement Date, (viv) is not otherwise in default under this Leasethe Lease beyond applicable notice and cure periods, and (viv) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's ’s interest in the Lease or against the Building or the Site Premises arising out of Tenant's ’s Expansion Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Expansion Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvementsimprovements to the Expansion Premises incurred by Tenant, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards but not the cost of any of Tenant's voice and data cabling, ’s personal property, trade fixtures or trade equipment, moving expenses equipment or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 3.41.4, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Tenant Allowance on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's ’s Expansion Work is less than the Tenant Expansion Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease or this LeaseFirst Amendment. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the sum of (a) the product of (i) $6.00 12.50 and (ii) the Rentable Floor Area of the Fourth Expansion Premises plus (b) Five Thousand and 00/100 Dollars (collectively, the "“Fourth Expansion Premises Tenant Allowance"”). The Fourth Expansion Premises Tenant Allowance shall be used and applied by Tenant solely on account of the cost of work performed by or associated architect’s fees, construction supervision and construction of Fourth Expansion Premises Work, provided, however, Tenant may use and apply a portion of the Fourth Expansion Premises Tenant Allowance on behalf account of Tenant Tenant’s so-called “soft costs” related to the Fourth Expansion Premises Work ("Tenant's Work"including, supervisory and construction management fees, and the cost of wiring and cabling), which such Tenant's Work shall be performed in accordance with an amount not to exceed the terms product of this Lease(x) $1.00 and (y) the Rentable Floor Area of the Fourth Expansion Premises. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Fourth Expansion Premises Work in accordance with the terms of this the Lease, has paid for all of such Tenant's Fourth Expansion Premises Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such workrequired by Section 7.2 herein, (ii) has executed the Commencement Date Agreement in the recordable forms attached hereto form annexed to the Third Amendment as Exhibit FC, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Fourth Expansion Premises Work and all contractors, subcontractors and supplies involved with Tenant's the Fourth Expansion Premises Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006the date that is three hundred and sixty five (365) days after the Fourth Expansion Premises Commencement Date, (v) is not otherwise in default (beyond applicable notice and cure periods) under this the Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's ’s interest in the Lease or against the Building or the Site arising out of Tenant's the Fourth Expansion Premises Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified (the “Fourth Expansion Premises Certified Costs”) or the amount of the Fourth Expansion Premises Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards improvements but not the cost of any of Tenant's voice and data cabling, ’s personal property, trade fixtures or trade equipment, moving expenses equipment or any so-called soft costs, except as expressly permitted above. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Fourth Expansion Premises Tenant Allowance for any purposes other than as provided in this Section 3.47.3, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, except as provided in this Section 7.3, the Fourth Expansion Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Fourth Expansion Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that such cost of Tenant's the Fourth Expansion Premises Work and the other costs for which Tenant is permitted to seek reimbursement above are less than the Fourth Expansion Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this the Lease. Landlord shall be entitled to deduct from the Fourth Expansion Premises Tenant Allowance an amount equal to the sum of (i) third party expenses incurred by Landlord to review any elements of the Fourth Expansion Premises Plans and the Fourth Expansion Premises Work that may affect the structure of the Building, and (ii) third party expenses incurred by Landlord to review the Fourth Expansion Premises Plans and the Fourth Expansion Premises Work of which Tenant has received advance notice and which Tenant, in its commercially reasonable determination, has approved.