Common use of Improvement Allowances Clause in Contracts

Improvement Allowances. To help pay for those costs which are incurred by Tenant in designing and constructing those improvements which Tenant desires to make to the Fourth Amendment Expansion Spaces (the “Fourth Amendment Improvements”), Landlord shall make each Fourth Amendment Applicable Improvement Allowance available to Tenant. Landlord shall disburse each Fourth Amendment Applicable Improvement Allowance on a monthly basis in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw requests, with supporting invoices for actual costs incurred and lien waivers from all material contractors and subcontractors delivered one month in arrears; it being agreed, however, that Landlord shall not be required to disburse any portion of a Fourth Amendment Applicable Improvement Allowance if Tenant is then in default of its obligations under the Lease. If the actual cost of the Fourth Amendment Improvements for any Fourth Amendment Expansion Space exceeds the amount of the Fourth Amendment Applicable Improvement Allowance for such Fourth Amendment Expansion Space, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. If Tenant has not submitted requisitions covering all of the Fourth Amendment Applicable Improvement Allowance for any Fourth Amendment Expansion Space on or before the Fourth Amendment Applicable Improvement Allowance Expiration Date for such Fourth Amendment Expansion Space, then up to, but not more than, $5.00 per square foot of any unused portion of the Fourth Amendment Applicable Improvement Allowance may be applied as a credit against the next installments of Rent due under this Lease. Notwithstanding anything to the contrary in the foregoing, Tenant may pool the Fourth Amendment Applicable Improvement Allowances for use in paying the costs of designing and constructing improvements to any one or more of the Fourth Amendment Expansion Spaces, but Tenant shall not be entitled to draw upon a Fourth Amendment Applicable Improvement Allowance prior to the Fourth Amendment Expansion Space Delivery Date for such Fourth Amendment Expansion Space, or after the Fourth Amendment Applicable Improvement Allowance Expiration Date. Landlord shall be permitted to offset against any Fourth Amendment Applicable Improvement Allowance any amounts past due to Landlord by Tenant under this Lease. Each Fourth Amendment Applicable Improvement Allowance shall be treated by Landlord and Tenant as a tenant improvement allowance and all of the leasehold improvements that are constructed and paid for with each Fourth Amendment Applicable Improvement Allowance shall be owned by Landlord. When Tenant submits a draw request and other supporting materials to Landlord requesting an advance of funds under any Fourth Amendment Applicable Improvement Allowance (each, an “Advance”), Tenant shall in writing advise Landlord whether the check (or checks) in the amount of the requested Advance should be payable to Tenant and/or to one or more of Tenant’s contractors. If Tenant requests that a check for any Advance be made payable to any of Tenant’s contractors, Landlord shall nonetheless deliver such check to Tenant, so that Tenant may deliver the check to the relevant contractor. Promptly following disbursement in full of any Fourth Amendment Applicable Improvement Allowance, Tenant will submit to Landlord a statement identifying the categories of work with respect to which the Fourth Amendment Applicable Improvement Allowance was disbursed, allocating to one or more of such categories of work amounts (in the aggregate) equal to the total of the Advances made by Landlord under the Fourth Amendment Applicable Improvement Allowance. Landlord will execute and return such statement within twenty (20) days after submission by Tenant. If Landlord fails to execute and return such statement and allocation to Landlord within said twenty (20) day period, Landlord shall be conclusively deemed to have agreed with such statement. If Landlord fails to pay any portion of an Fourth Amendment Applicable Improvement Allowance which is properly due and payable, the unpaid amount shall bear interest until paid at the Interest Rate, and if Landlord fails to pay such properly due and payable amount within ten (10) business days after receiving written notice from Tenant that such amount was not paid when due, then Tenant shall be entitled to offset said amounts (including interest) against Rent due and payable under the Lease.

Improvement Allowances. To help pay for those costs which are incurred by Tenant in designing and constructing those improvements which Tenant desires to make to the Fourth Existing Premises and to each of the Second Amendment Expansion Spaces (the “Fourth Second Amendment Improvements”), Landlord shall make each Fourth Amendment Applicable Improvement Allowance available to Tenant. Landlord shall disburse each Fourth Amendment Applicable Improvement Allowance on a monthly basis in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw requests, with supporting invoices for actual costs incurred and lien waivers from all material contractors and subcontractors delivered one month in arrears; it being agreed, however, that Landlord shall not be required to disburse any portion of a Fourth Amendment an Applicable Improvement Allowance if Tenant is then in default of its obligations under the Lease. If the actual cost of the Fourth Second Amendment Improvements for the Existing Premises or for any Fourth Second Amendment Expansion Space exceeds the amount of the Fourth Amendment Applicable Improvement Allowance for such Fourth Amendment Expansion SpaceAllowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. If Tenant has not submitted requisitions covering all of the Fourth Amendment Applicable Improvement Allowance for the Existing Premises or for any Fourth Second Amendment Expansion Space on or before the Fourth Amendment Applicable Improvement Allowance Expiration Date for such Fourth Amendment Expansion SpaceDate, then up to, but not more than, than $5.00 per square foot of any unused portion of the Fourth Amendment Applicable Improvement Allowance may be applied as a credit against the next installments of Rent due under this Lease. Notwithstanding anything to the contrary in the foregoing, Tenant may pool the Fourth Amendment Applicable Improvement Allowances for use in paying the costs of designing and constructing improvements to any one or more of the Fourth Second Amendment Expansion SpacesSpaces and/or the Existing Premises, but Tenant shall not be entitled to draw upon a Fourth Amendment an Applicable Improvement Allowance prior to the Fourth Amendment Expansion Space Delivery Date for such Fourth Second Amendment Expansion SpaceSpace (or prior to July 1, 2008, with respect to the Applicable Improvement Allowance for the Existing Premises), or after the Fourth Amendment Applicable Improvement Allowance Expiration Date. Although possession of the Break Room–Meeting Room Space shall be delivered to Tenant prior to the Delivery Date for the balance of the Third Expansion Space, no portion of the Applicable Improvement Allowance for the Third Expansion Space shall be made available to Tenant prior to August 1, 2009. Landlord shall be permitted to offset against any Fourth Amendment Applicable Improvement Allowance any amounts past due to Landlord by Tenant under this Lease. Each Fourth Amendment Applicable Improvement Allowance shall be treated by Landlord and Tenant as a tenant improvement allowance and all of the leasehold improvements that are constructed and paid for with each Fourth Amendment Applicable Improvement Allowance shall be owned by Landlord. When Tenant submits a draw request and other supporting materials to Landlord requesting an advance of funds under any Fourth Amendment Applicable Improvement Allowance (each, an “Advance”), Tenant shall in writing advise Landlord whether the check (or checks) in the amount of the requested Advance should be payable to Tenant and/or to one or more of Tenant’s contractors. If Tenant requests that a check for any Advance be made payable to any of Tenant’s contractors, Landlord shall nonetheless deliver such check to Tenant, so that Tenant may deliver the check to the relevant contractor. Promptly following disbursement in full of any Fourth Amendment Applicable Improvement Allowance, Tenant will submit to Landlord a statement identifying the categories of work with respect to which the Fourth Amendment Applicable Improvement Allowance was disbursed, allocating to one or more of such categories of work amounts (in the aggregate) equal to the total of the Advances made by Landlord under the Fourth Amendment Applicable Improvement Allowance. Landlord will execute and return such statement within twenty (20) days after submission by Tenant. If Landlord fails to execute and return such statement and allocation to Landlord within said twenty (20) day period, Landlord shall be conclusively deemed to have agreed with such statement. If Landlord fails to pay any portion of an Fourth Amendment Applicable Improvement Allowance which is properly due and payable, the unpaid amount shall bear interest until paid at the Interest Rate, and if Landlord fails to pay such properly due and payable amount within ten (10) business days after receiving written notice from Tenant that such amount was not paid when due, then Tenant shall be entitled to offset said amounts (including interest) against Rent due and payable under the Lease.