Except as specifically set forth in this Fourth Amendment, Tenant shall accept the Fourth Expansion Premises, and continue to accept the Existing Premises, in its currently-existing, "as-is" condition. Notwithstanding the foregoing, Tenant shall be entitled to a one-time tenant improvement allowance (the "Tenant Improvement Allowance") equal to $121,125.00 (i.e., $15.00 per rentable square foot of the Fourth Expansion Premises) for the costs relating to the initial design and construction of Tenant's improvements which are affixed to the Fourth Expansion Premises only (the "Tenant Improvements"). The Tenant Improvement Allowance will be disbursed in accordance with Landlord's standard disbursement procedures, including, without limitation, following Landlord's receipt of (i) evidence (i.e., invoices or other documentation reasonably satisfactory to Landlord) of payment for the Tenant Improvements, or portions thereof, paid for with the Tenant Improvement Allowance, and (ii) fully executed, unconditional lien releases from all contractors, subcontractors, laborers, materialmen, and suppliers used by Tenant in connection with the Tenant Improvements paid for with the Tenant Improvement Allowance. The Tenant Improvements shall be constructed in accordance with the terms and conditions of Article 8 of the Original Lease. In no event shall Landlord be obligated to disburse any portion of the Tenant Improvement Allowance subsequent to the date which is twelve (12) months following the Delivery Date, nor shall Landlord be obligated to disburse any amount in excess of the Tenant Improvement Allowance in connection with the construction of the Tenant Improvements. No portion of the Tenant Improvement Allowance, if any, remaining after the construction of the Tenant Improvements shall be available for use by Tenant.
Additional Tenant Improvement Allowance. Subject to the terms and conditions set forth in this Section 2.1.1, Tenant shall be entitled, in Tenant's sole discretion, to increase the Tenant Improvement Allowance (the "Additional Allowance") in an amount not to exceed $9,250,000.00 (i.e., an amount equal to an additional Fifty and 00/100 Dollars ($50.00) per rentable square foot of the Initial Premises and Must-Take Space), pursuant to a written notice delivered by Tenant to Landlord on or before the Lease Commencement Date. In the
Allowance. Tenant shall be entitled to an allowance (the “Tenant Improvement Allowance”) in an amount not to exceed $110.00 per square foot of Rentable Area of the Premises for the costs relating to the design, permitting and construction of Tenant’s improvements which will be permanently affixed to the Premises in accordance with this Workletter (the “Tenant Improvements”). In no event will Landlord be obligated to make disbursements pursuant to this Workletter in a total amount which exceeds the Tenant Improvement Allowance. Tenant agrees that it shall commence the Tenant Improvements promptly following the Commencement Date and diligently proceed to complete the same. Tenant must submit Payment Request Supporting Documentation (defined below) for such work in accordance with this Workletter no later than April 1, 2020, after which date Landlord’s obligation to fund such costs shall expire.
Tenant Improvement Allowance. Commencing as of the date upon which Tenant obtains possession of the Expansion Premises (which date may be prior to the Expansion Commencement Date), Tenant shall be entitled to a tenant improvement allowance as follows: # for the Expansion Premises in the amount of $2,435,375.00 (i.e., $125.00 per RSF of the Expansion Premises) (the "Expansion Tenant Improvement Allowance"), for the costs relating to the initial design and construction of Tenant's improvements, which are permanently affixed to the Expansion Premises (the "Expansion Tenant Improvements") or which are "Tenant Improvement Allowance Items," as that term is defined in Section 2.2.1, below, for the Expansion Premises, and # for the Existing Premises in the amount of $838,320.00 (i.e., $20.00 per RSF of the Existing Premises) (the "Existing Tenant Improvement Allowance"), for the costs relating to the initial design and construction of Tenant's improvements, which are permanently affixed to the Existing Premises (the "Existing Tenant Improvements") or which are Tenant Improvement Allowance Items for the Existing Premises (the Expansion Tenant Improvements and the Existing Tenant Improvements shall collectively be the "Tenant Improvements", and the Expansion Tenant Improvement Allowance and the Existing Tenant Improvement Allowance shall collectively be the "Tenant Improvement Allowance"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord's approval of the "Final Working Drawings", as that term is defined in [Section 3.3], below, require Tenant, prior to the end of the Lease Term, or following any earlier termination of the Lease, at Tenant's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused
Allowance. Commencing on the Effective Date, Tenant shall be entitled to a one-time allowance (the “Allowance”) in the amount of up to $856,625.00 (i.e., $35.00 per rentable square foot of the Premises), as reimbursement for Tenant's actual and reasonable costs incurred for permanent improvements made by Tenant to renovate the Premises, or to purchase and install furniture, fixtures, equipment (including audio-visual equipment) and information technology within the Premises, in accordance with, and subject to, the terms of the Lease. Prior to Landlord making any payment of the Allowance, Tenant shall first deliver to Landlord # reasonable supporting documentation evidencing Tenant’s payment of such actual and reasonable costs contemplated by this Section 6, if any, and evidencing that any work for which payment is requested is complete and was performed in accordance with the terms of the Lease and applicable laws (including, without limitation, all permits, licenses, consents and approvals required under applicable laws), and # unconditional lien releases for any work performed. Notwithstanding anything to the contrary contained herein, if any portion of the Allowance is not used by Tenant on or before July 31, 2023, such portion shall be deemed waived with no further obligation by Landlord with respect thereto, subject to the final sentence of this Section 6. In no event shall Landlord be obligated to make disbursements pursuant to this Section 6 in a total amount that exceeds the Allowance, and in no event shall Tenant be entitled to any excess, credit, deduction or offset against any amounts payable hereunder by Tenant for any unused portion of the Allowance. Notwithstanding the foregoing, Tenant shall have the right, by written notice to Landlord, to utilize an amount not to exceed $734,250.00 (i.e., $30.00 per rentable square foot of the Premises) of the Allowance not disbursed to Tenant to increase the Third Amendment Base Rent Credit, in which case, subject to and in accordance with the terms of Section 3(b) above, such additional Third Amendment Base Rent Credit shall apply to the Base Rent next coming due during the Third Amendment Term until used or applied, and any Allowance (subject to the maximum amount set forth in this sentence) not disbursed to Tenant by July 31, 2023 shall be deemed to have been elected by Tenant to increase the Third Amendment Base Rent Credit as set forth in this sentence.
Condition of the Expansion Premises. Except as to Landlord’s obligation to provide to Tenant an improvement allowance for the Expansion Premises in the amount of up to Forty-Three Thousand, Three Hundred Eighty Dollars ($43,380.0) (i.e., based on $15.00 per rentable square feet of the Expansion Premises) within the initial twelve (12) months of the Lease Term to reimburse Tenant for the cost of permanent improvements to the Expansion Premises made by Tenant in accordance with Article 8 (Additions and Alterations) of the Original Lease (which allowance may be referred to as the “Improvement Allowance”); provided however, Tenant shall obtain Landlord’s prior approval of a final space plan (the “Final Space Plan”) for the Expansion Premises, and Tenant will cause its architect and engineers to prepare and deliver to Tenant, for Tenant’s approval, specifications and engineered working drawings for the tenant improvements shown on the Final Space Plan to the extent necessary to obtain a building permit (the “Working Drawings”). The Working Drawings shall incorporate modifications to the Final Space Plan as necessary to comply with the floor load and other structural and system requirements of the Building. To the extent that the finishes and specifications are not completely set forth in the Final Space Plan for any portion of the tenant improvements depicted thereon, the actual specifications and finish work shall be in accordance with Landlord’s specifications for standard tenant improvement items within the Building (“Specifications”), as determined by Landlord. Tenant must use the Improvement Allowance before the first (1st) anniversary of the Expansion Premises Commencement Date. Tenant acknowledges that Landlord shall have no obligation whatsoever to construct leasehold improvements for Tenant or to repair or refurbish the Expansion Premises (except with respect to funding the improvement allowance described in this section above). Tenant’s taking of possession of the Expansion Premises shall be conclusive evidence that Tenant accepts the same “AS IS” and that the Expansion Premises is suitable for the use intended by Tenant and is in good and satisfactory condition. Tenant acknowledges that neither Landlord nor Landlord’s agents has made any representation or warranty as to the condition of the Expansion Premises or its suitability for Tenant’s purposes, and Tenant further acknowledges that it will be refurbishing or otherwise improving the Expansion Premises after it has commenced paying Rent for the Expansion Premises. Tenant represents and warrants to Landlord that # its sole intended use of the Expansion Premises is for general office use, # it does not intend to use the Expansion Premises for any other purpose, and # prior to executing this Amendment it has made such investigations as it deems appropriate with respect to the suitability of the Expansion Premises for its intended use and has determined that the Expansion Premises will be suitable for such intended use.
Tenant Improvement Allowance. Landlord shall, as set forth below, contribute up to Eighty-Six Thousand, Four Hundred Ninety Dollars ($86,490.00) (i.e., $5.00 per rentable square foot of the Premises) (“Tenant’s Improvement Allowance”) towards the cost of the initial leasehold improvements to be installed by Tenant in the Premises (“Tenant’s Work”). Tenant’s Work shall be performed in accordance with Articles 12 and 13 hereof. If Tenant’s Improvement Allowance will not be sufficient to complete Tenant’s Work, Tenant shall pay the excess costs, prior to Landlord’s disbursing Tenant’s Improvement Allowance to Tenant.
Tenant Improvements. Subject to this Section 4, Tenant shall accept the Suite [[Unknown Identifier]] Premises and Suite [[Unknown Identifier]] Premises in their “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall have no obligation to make any alterations or improvements thereto whatsoever (provided that Landlord shall deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that Tenant desires to make in the Suite [[Unknown Identifier]] Premises and Suite [[Unknown Identifier]] Premises shall be subject to all the terms and conditions set forth in Section 11 of the Lease. Notwithstanding anything in the Lease to the contrary (and specifically deleting the references to the Improvements Allowances (as defined in Section 7 of the Fourth Amendment) for the DB First Floor Expansion Premises and the DB Second Floor Expansion Premises in Section 7 of the Fourth Amendment), Landlord hereby agrees to grant Tenant # an allowance in the amount of $217,480.45 (i.e. $29.33 per rentable square foot multiplied by 7,416 rentable square feet) (the “Suite [[Unknown Identifier]] Granted Allowance”) to be applied toward the cost (including architectural and engineering fees) of alterations performed by Tenant in the Suite [[Unknown Identifier]] Premises and # an allowance in the amount of $124,988.76 (the “Suite [[Unknown Identifier]] Granted Allowance”, together with the Suite [[Unknown Identifier]] Granted Allowance, collectively, the “Granted Allowance”) to be applied toward the cost of the design and construction of any alterations Tenant desires to perform in Suite [[Unknown Identifier]] Premises and Suite [[Unknown Identifier]] Premises, respectively, in conjunction with Tenant’s initial occupancy of Suite [[Unknown Identifier]] Premises and Suite [[Unknown Identifier]]. Any portion of the Granted Allowance may be applied to pay the fees of the architect and engineers and any construction supervision, contractors' overhead and profit charges, along with fees for any project manager employed by Tenant with respect to such alterations, as well as any licensing and permitting costs and fees; provided, the Suite [[Unknown Identifier]] Granted Allowance may only be used for the Suite [[Unknown Identifier]] Premises and the Suite [[Unknown Identifier]] Granted Allowance may only be used for the Suite [[Unknown Identifier]] Premises.
Tenant Improvement Allowance. Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $125.00 per rentable square foot of the Premises (i.e., $7,831,875.00 based upon 62,655 rentable square feet in the Premises) (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of this Tenant Work Letter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance (such excess amount is referred to herein as the "Tenant Funds Amount", including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease.
#2025 Upfit Allowance. Provided Tenant has not exercised the Early Termination Option, commencing November 1, 2025, Landlord shall provide an allowance of up to $449,669.50 ($3.50 per rentable square foot of the Fourth Amendment Existing Premises) (the “2025 Upfit Allowance”) toward the cost of Tenant’s improvements to the Premises (the “2025 Improvements”). The 2025 Improvements shall be performed pursuant to the terms and conditions of the Lease pertaining to alterations. Landlord shall pay portions of the 2025 Upfit Allowance to Tenant from time to time, but not more than one (1) time per thirty (30) days, within thirty (30) days following Landlord’s receipt of # paid invoices for the 2025 Improvements, if applicable, # partial or final lien waivers from the contractor and all subcontractors and suppliers for such 2025 Improvements, if applicable (provided that Landlord shall not be required to release the final 10% of the 2025 Upfit Allowance until final lien waivers are received for all 2025 Improvements), and # written request for disbursement from Tenant. Tenant may apply up to $321,192.50 ($2.50 per rentable square foot of the Fourth Amendment Existing Premises) to the cost of furniture, fixtures, and equipment to be used within the Premises. Any portion of the Upfit Allowance not used toward the cost of the 2025 Improvements within calendar year 2025 shall be deemed forfeited.
Tenant Improvements Allowance. Tenant shall be entitled to a tenant improvement allowance (the “Tenant Improvements Allowance”) in the maximum aggregate amount of $1,220,720.00 (in a total amount equivolent to $70.58 per rentable square foot of the entire Premises initially leased hereunder) and adjusted based on the actual square footage) (the “Maximum Allowance Amount”) for the hard costs and customary soft costs, as noted below, incurred by Tenant, including, without limitation, architectural and engineering fees, construction contractor fees, Tenant’s project management fees, a 2% fee payable to Landlord or its affiliates for oversight and administrative costs related to the Tenant Improvements (“Landlord’s Project Oversight Fee”), permits, and such other costs arising from or relating to the design and construction of Tenant’s improvements which are to be permanently affixed to the Premises in accordance with this Work Letter (the “Tenant Improvements”). Landlord’s Project Oversight Fee shall be equivolent to, but not exceed, a total of 2% of the Tenant Improvement Allowance paid to Tenant. For the avoidance of any doubt, the purchase and installation of data and telecommunications cabling shall not be included in the definition of Tenant Improvements and there shall not be any Landlord’s Project Oversight Fee payable with respect to costs and expenses related thereto. Tenant agrees to keep the Landlord advised as to the progress of the work by providing copies of the Contractor’s applications for payment. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Maximum Allowance Amount. All Tenant Improvements for which the Tenant Improvements Allowance has been used to pay shall be deemed Landlord’s property under the terms of the Lease.
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