Reconciliation of ​ Improvement Allowance. The parties acknowledge that the final ​ Improvement Allowance may be more or less than the estimated ​ Improvement Allowance depending on whether the final rentable square footage of the Premises is more or less than the estimated rentable square footage. Upon Substantial Completion of the ​ Improvements and final determination of the rentable square footage of the Premises, any shortfall due to ​ as a result of adjustments to the ​ Improvement Allowance shall be paid to ​ with the next payment of Base Rent, and any refund due to ​ as a result of adjustments shall be deducted by ​ from ​’s next payment of Base Rent. Disbursements of the ​ Improvement Allowance shall be made pari passu with disbursements of the ​’s Contribution Deposit from the TI Account provided that such disbursements of the ​ Improvement Allowance are otherwise permissible pursuant to this Work Letter.

Inspection. At all times during construction of the Tenant Improvements and upon completion of the Tenant Improvement Work, Landlord and Landlord’s employees and agents shall have the right to inspect the Tenant Improvements, and to require the correction of any faulty work or any material deviation from the Approved TI Construction Drawings; provided, however, that if Landlord determines that any faulty work or material deviation exists that might adversely affect the structure of the Building or the Base Building Systems, then # Landlord, at Tenant’s expense, may take such action (including suspension of construction of the Tenant Improvements) as Landlord reasonably deems necessary to correct such defect, and # until such defect is corrected, Landlord may withhold from the disbursement of the Tenant Improvement Allowance an amount equal to one hundred fifty percent (150%) of the estimated cost to correct such defect. Tenant shall not close-up any Tenant Improvements affecting the Base Building Systems until the same have been inspected by Landlord’s agents. No inspection or approval by Landlord of any such work shall constitute an endorsement thereof or any representation as to the adequacy thereof for any purpose or the conformance thereof with any Applicable Laws, and Tenant remain fully responsible and liable therefor.

an Officer’s Certificate # stating that the items to be funded by the requested disbursement are Approved First Logistics Construction Allowance Expenses, and a description thereof, # stating that the tenant improvements to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance with all applicable Legal Requirements, # attaching a copy of the Completed Application for Payment (as defined in the First Logistics Lease) to which the requested disbursement relates and stating that such Completed Application for Payment is complete and correct, # identifying each vendor that supplied materials or labor in connection with the Approved First Logistics Construction Allowance Expenses to be funded by the requested disbursement, # stating that each such vendor has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such vendor, less any applicable retention amount, for work completed through the date of the relevant invoice from such vendor, # stating that the Approved First Logistics Construction Allowance Expenses to be funded from the disbursement in question have not been the subject of a previous disbursement, # stating that all previous disbursements of First Logistics Construction Allowance Reserve Funds have been used to pay the previously identified Approved First Logistics Construction Allowance Expenses and # confirming that each of the conditions set forth in this [Section 7.8.2] for release is satisfied;

an Officer’s Certificate # stating that the items to be funded by the requested disbursement are Approved Pactiv Construction Allowance Expenses, and a description thereof, # stating that the tenant improvements to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance with all applicable Legal Requirements, # attaching a copy of all materials submitted under [Section 5(a)] of the Pactiv Lease to which the requested disbursement relates and stating that such materials are complete and correct, # identifying each vendor that supplied materials or labor in connection with the Approved Pactiv Construction Allowance Expenses to be funded by the requested disbursement, # stating that each such vendor has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such vendor, less any applicable retention amount, for work completed through the date of the relevant invoice from such vendor, # stating that the Approved Pactiv Construction Allowance Expenses to be funded from the disbursement in question have not been the subject of a previous disbursement, # stating that all previous disbursements of Pactiv Construction Allowance Reserve Funds have been used to pay the previously identified Approved Pactiv Construction Allowance Expenses and # confirming that each of the conditions set forth in this [Section 7.9.2] for release is satisfied;

OHL will periodically identify ways to improve the quality of the Services and Facilities & Resources and, without violating its non-disclosure obligations, continuously identify and apply proven techniques and tools to improve CLIENT’s processes.

Disbursement. On the Closing Date, assuming all of the terms and conditions set forth in [Section 3.2] have been satisfied by the Company and the Company has executed and delivered to each of the ​ this Agreement and any other related documents in form and substance reasonably satisfactory to the ​, each Purchaser shall disburse to the Company in immediately available funds the Subordinated Note Amount set forth on each Purchaser’s respective signature page hereto in exchange for an electronic securities entitlement through the facilities of DTC in accordance with the Applicable Procedures in the Subordinated Note with a principal amount equal to such Subordinated Note Amount (the “Disbursement”). The Company will deliver to the Paying Agent a global certificate representing the Subordinated Notes (the “Global Note”) registered in the name of Cede & Co., as nominee for DTC.

Additional TI Allowance. Pursuant to the terms of [Section 4] of the Tenant Work Letter attached to the Lease as [Exhibit B], Tenant was entitled to an Additional TI Allowance of up to $ (the "Additional TI Allowance"). Notwithstanding any provision to the contrary contained in the Lease, Landlord and Tenant hereby acknowledge and agree that Tenant has utilized and /100 Dollars ($ . ) of the Additional TI Allowance (the "Utilized Additional TI Allowance").

Tenant shall cause the Tenant Improvements to be constructed in the Premises pursuant to the Work Letter at Tenant’s sole cost and expense; provided Landlord shall provide a tenant improvement allowance to Tenant in connection with the Tenant Improvements not to exceed # ​ (based upon ​ per square foot of Rentable Area (as defined below)) (the “Base TI Allowance”) plus # if properly requested by Tenant pursuant to this Section, ​ (based upon ​ per square foot of Rentable Area) (the “Additional TI Allowance”). The Base TI Allowance, together with Additional TI Allowance (if properly requested by Tenant pursuant to this [Article 4]), shall be referred to herein as the “TI Allowance.” In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. The TI Allowance may be applied to the costs of # construction, # project review by Landlord (which fee shall equal the lesser of # one and one-half percent (1.5%) of the cost of the Tenant Improvements, including the Base TI Allowance and, if used by Tenant, the Additional TI Allowance and # Landlord’s actual incurred cost for Landlord’s thirty-party agent or representative to review Tenant’s construction and performance of the Tenant Improvements in the Premises), # commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, # space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, # building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, # costs and expenses for labor, material, equipment and fixtures and # project management fees to Hughes Marino equal to (and not to exceed) three percent (3%) of the cost of the Tenant Improvements. In no event shall the TI Allowance be used for # the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, # payments to Tenant or any affiliates of Tenant, # the purchase of any furniture, personal property or other non-building system equipment, # costs arising from any default by Tenant of its obligations under this Lease or # costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

In the event any revisions, changes, or substitutions are made with Tenant's consent to the Plans or the Approved Working Drawings or the Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be considered to be an "Over-Allowance Amount." The Over-Allowance Amount shall be paid by Tenant to Landlord, as Additional Rent, within ten (10) days after Tenant's receipt of invoice therefor. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any portion of Landlord's contribution to the construction of the Improvements.

Requests for Release of Sappi Construction Allowance Reserve Funds. Subject to the requirements of this [Section 7.10.2], the Borrowers may request withdrawals from the Sappi Construction Allowance Reserve Account. The Borrowers shall submit to the Agent a request therefor, together with all conditions precedent to such disbursement and such additional information as the Agent may reasonably request in connection with the Borrowers’ request, at least ten (10) Business Days prior to the date on which the Borrowers request the Agent to make a disbursement from the Sappi Construction Allowance Reserve Account. The Agent shall not be required to make more than one (1) disbursement from the Sappi Construction Allowance Reserve Account during any calendar month. In addition, the Agent shall not be required to make disbursements from the Sappi Construction Allowance Reserve Account unless such requested disbursement is in an amount of ​ or more (or, if the total amount in the Sappi Construction Allowance Reserve Account is less than ​, an amount equal to the remaining balance in the account) and such disbursement shall be made only upon satisfaction of each condition contained in this [Section 7.10]. The Agent shall make a disbursement from the Sappi Construction Allowance Reserve Fund. The Agent shall make a disbursement from the Sappi Construction Allowance Reserve Account in the amount requested by the Borrowers so long as each and all of the following conditions are satisfied as of the date of the request and as of the date on which such disbursement is to be made: