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Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction of the
<br />'tenant Improvements) in excess of the Allowance Amount ("Excess Tenant Improvement Costs") in accordance with the provisions of this Work
<br />Letter. Landlord shall have no obligation hereunder to male any payments or disbursements, or to incur any obligation to make any payment or
<br />disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds the Allowance Amount.
<br />In any event, at all limes Tenant shall pay and satisfy in full on a timely basis all obligations ]'or payment incurred by Tenant in connection with the
<br />design and construction of the Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord fi•om
<br />time to time as Landlord's Architect.
<br />2.1.2 "Ten ont Improvement Costs" means the toIIowijig: (i) the fees of the Architect and the Engineers in excess of the
<br />Space Planning Allowance; (LL) Landlord's customary supervision fee (the "Supervision pee") in an amount equal to three percent (3%) of the total
<br />Tenant Improvement Costs (excluding die Supervision Pee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by,
<br />Landlord and Landlord's consultants in connection with the prcimjalion and1rey ew of the Construction Drawings; (iv) the cost of any changes or
<br />modifications in or to the Common Areas or Base Building when such Changes arc i'ugtnred !it connection with the Tenant Improvements (which
<br />shall include, without {imitation, any modtficatton5'or aiteratroris to3he p,ldI n'(Grovel from/to pu -lie 4;onspodation and public rights -of -way, parking
<br />and restroom areas, that ere required to cause diVasinte to tonipiy with any applIeabte Codes); (v) [he cost of any Changes to the Construction
<br />Drawings or the Tenant Improvements tequirat(Uy Code; (vf) all to of (mr relsling to) eo iii, 1a11 oEtiaerl'enant Improvements (without regard to
<br />the amount of the Bid Estimate or Landlod's estimate of total Tenant 6nprovemenl Costs), including, without
<br />, -limitation, testing and inspection
<br />costs, trash removal costs, parking-feys; ofter;Itgurs utilities tLsage, dnel'oontra¢Cora' fees_and genera( conditions, (vii) tine cost of cable and otter
<br />telecommunications lines installetl.as pm, of t'Ite Te»grtLlm�tr'oyentenis. •nuG'specrC{cahy'eli4igding Sony costs in, eonneetton with the installation of
<br />Tenant's telephone service (which'sliall be seppralely}}{stalled by Tenant's Agents), (viir)ptait check permit fees, license fees, Tite 24 fees and use
<br />taxes; and (Lx) the cost of installing Building 9tanda?d window coverings; and (x)theppsts of the tenant demising walls and public corridor walls and
<br />materials to be Installed dntthe's`ebond flcgrrelating to the drywall and any finishes slid hardware on the Pitmises side of such walls as designated by
<br />Landlord.
<br />2,2 , PaymRat of Excess Tenant Improvement Costs by Tenant. Prior�io comme11 ncement of performance- of the Tenant
<br />Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall spay to Landlord in cash the
<br />entire Estimated Excess Ten in Improvement Cost (defined in Section 3.2 t below). If at any time during die course ofperforniance of the Tenant
<br />Improvements, Landlord in,
<br />good faith determines that the Excess-Tbnsnt Improvement Costs to be inci la'ed in connection with performance of tale
<br />Tenant Improvements will exceed the amount of aiiy,itimounts ("bapbsits") predloti Il deposited by Tenant with Landlord pursuant to this Section
<br />2,_2, then not, later than fuee (3) business days fallowing Landlgrrl's,+,vcitten request therefore, Tenant shall pity to`Cagdlm'd in cash the amowil of
<br />such excess. Any fmlure`by Tenant to pay tu"handlord any mno'u"t required to,bq paid to Landlord under, Se ion 2.2 (or Under .Seetfon 2.3.2
<br />below) within the time p§riuds specified abo4raliali be treated astailur@ to pay Rant when the- some is due'under the`Lease, and notwithstanding
<br />anything in this Work Lctler or die Lease to die-rtomrary, (�) Landlord shall have the right to require the Contractor (defined below) to discontinue its
<br />performance of the Tendnt Imiiiovemepts until such time as Tenant complies'with the requuemeihts of this. fee I n Q (b) anydelays,associated with
<br />any such discontutuance shall be deemed'%iiant Delays (end shall not, itt any case, constitute Landlord Delays}. and (c) Landlord shall not be liable
<br />to Tenant for any addido tar costs, lost pinflis, lost economic typpt{rturiitias or any Ibrm or eonsequentfal damage which may result fi'bni any such
<br />discontinuance by Landiotd under this SecticiLUZ. -
<br />2.3 Disbuisementt; Reconciliation of Costs. Landlord shall Have the rigihCto disburse the Allowance Amount together with all
<br />Deposits previously made by Tenant (colleetively, the "Tempt Coedit Amount") far anCli TMarot Improvement Costs and in such order as Landlord
<br />shall detenuinb. following final completion of the—Teimn`t Iinppuverri Landlord shall reconcile (the'11 Cost ICcgonciliation") the total Tenant
<br />Improvement Costs incurred or disbursed by" Landlord hpicimder'with the Ten'ort Cnedil Amount.,
<br />2.3.1 if Pic'P.. Cost R.00gncilinCig(t it diocie3 that the total Tenant Improvement Costs incurred or disbursed by Landlord
<br />hereunder exceed the Tenant Credit Amount, Tenant aiiiall pay'in cash to Landlord, the amount of the excess within three (3) business (lays of
<br />Landlord's written request therefor, .
<br />2.3.2 If the TI C"dst Reeoiicdiotion indicates that the Tenant Credit Amount exceeds the total Tenant Improvement Costs
<br />incurred or disbursed by Landlord hereund`ad, thch (a) to the extent, of any; Depositsm _ ade by q'e'uant, Landlord shn)V`promptly return (or at
<br />Landlord's election, credit against Tenant's obligaiion& to pay Rent nexi,coming due} the amount of such excessaDeposRs`to Tenant, and (b) to the
<br />extent that the 'I'1 Cost Reconciliation indicates that Alowance Amount e,xcgpds the total Tenant Improvement Cosst's incurred or disburse(] by
<br />Landlord hereunder (any such excess the e,"llnnjtplled ;:Ulowauce'Amount
<br />").-thett Tenant skull have the right, exatcisable on or before [he lust (161)
<br />anniversary of the Commencement Datum` deliver a-Disbusement Request (together with all of the deer items` described in Section 2.3.1 above)
<br />requesting: (i) disbursement of funds'11-on {tic: Unapplied Allowance Amount for (a) Ton
<br />Out Improvement Costs paid directly by Tenant; (ii)
<br />disbursement of up to $l03r210.00 (i.e., $ID.Op par dt;rli' irf'the Initial 11emises) from die L1"rmpplictl Allowance Amount for PP&E Costs (defined
<br />below) incurred by Tenant; and/or (iii) disbwsententof up to' 9b!30a° (1U (iat.,S3.0Pper RSF�in the initial Premises) from the Unapplied Allowance
<br />Amount for Cabling & Moving Costs (defined below) Ii curred::by;Tgylant;uprovided that, for the avoidance of doubt, Landlord shall have no
<br />obligation under this Sccticn 2.3.2 or otliervvise to: (A) disburse Oily unimut in excess ofthe Unopplied Allowance Amount, (B) disburse more than
<br />the tmiount specified in clause (H) above fix PP&E Costs. (C) disburse more than the amount specific(] in clause (iii) above for Cabling and Moving
<br />Costs, (D) disburse any finds from the Unapplied Allowance Amount for which Ton -wit first requests disbursement oil or after the first anniversary of
<br />the Commencement Date. "pp&E Costs" means costs incurred by 'tenant fix liuniture, lixtures and equipment and cabling fix the i'rentises. and
<br />"Cabling & Moving Costs" means costs incurred by Tenant for cabling installed in the Premises and or for Tenant's nnove into the Premises.
<br />2.3.3 Notwithstanding anything to the contrary in this Work Letter (or in any other provisions of this Lease). if the
<br />Allowance Amount exceeds the Wulf Tenant Improvement costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenant
<br />uoder Section 2.3.2 above, 'Tenant shall not be entitled to any credit against or abutemcni of Rent.
<br />Slit ff'Chlr Center Ur— Cily vfSuats A rut Lease 2 Esh ibitC
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