Common use of Payment for Improvements Clause in Contracts

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to Landlord, as provided in this Section 8.3, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven percent (7%) of the first $100,000.00 of the “hard” costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord shall invoice Tenant for such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completed. In the event that, after Tenant’s approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant shall be deemed in default of this Lease (subject to the notice and cure rights set forth in Section 19.1 of this Lease), and in addition to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenant.

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to Landlord, as provided in this Section 8.3within ten (10) days after being billed for the same, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s 's standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven percent (7%) of the first $100,000.00 of the “hard” costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord's own funds. At Landlord's election in its sole and absolute discretion, Tenant shall deliver to Landlord prior to commencement of construction of the Alterations cash in an amount equal to all estimated costs related to the construction of such Alterations, or such lesser amount as Landlord shall invoice Tenant specify, to be held by Landlord and disbursed by Landlord for costs related to the construction of the Alterations as such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completedcosts are incurred. In the event that, after Tenant’s 's approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to immediately upon Landlord's request. Any surplus funds delivered by Tenant and held by Landlord in connection with the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant Alterations shall be deemed in default of this Lease (subject refunded to Tenant when the notice and cure rights set forth in Section 19.1 of this Lease), and in addition all costs related to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenanthave been paid in full.

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to LandlordLandlord within thirty (30) days after being billed for the same, as provided in this Section 8.3, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s standard supervision fee in the amount of five percent (5%) of the hard cost of such Alterations for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven percent (7%) of the first $100,000.00 of the “hard” costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord’s own funds. At Landlord’s election in its reasonable discretion, Tenant shall deliver to Landlord prior to commencement of construction of the Alterations cash in an amount equal to all estimated costs related to the construction of such Alterations, or such lesser amount as Landlord shall invoice Tenant specify, to be held by Landlord and disbursed by Landlord for costs related to the construction of the Alterations, as such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completedcosts are incurred. In the event that, after Tenant’s approval of a cost proposal for the 811311.04/WLA 378421-00002/2-14-20/mem/mem -23- ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [Akero Therapeutics, Inc.] Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to immediately upon Landlord’s request. Any surplus funds delivered by Tenant and held by Landlord in connection with the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant Alterations shall be deemed in default of this Lease (subject refunded to the notice and cure rights set forth in Section 19.1 of this Lease), and in addition Tenant when all costs related to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenanthave been paid in full.

Payment for Improvements. If Landlord elects Prior to make an Alterationthe commencement of construction of the Alterations, then Tenant shall pay to Landlord, as provided supply Landlord with cash in this Section 8.3, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven eight percent (78%) of the first $100,000.00 of the “hard” costs cost of each such Alteration, and (B) three and one-half five percent (3.55%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord’s own funds. To the extent that Landlord renders a bill to Tenant pursuant to the immediately preceding sentence, Landlord shall invoice Tenant for have no obligation to commence construction of the Alterations (or to resume construction of the Alterations, as the case may be), until such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that bill has been completedpaid by ▇▇▇▇▇▇. In the event that, after Tenant▇▇▇▇▇▇’s approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in 607152.05/WLA [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -20- [AMLGMN] connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to the immediately preceding sentencepromptly upon ▇▇▇▇▇▇▇▇’s request provided Landlord gives Tenant a reasonably detailed invoice of such additional costs along with ▇▇▇▇▇▇▇▇’s request for payment. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant shall be deemed in default of this Lease (subject to the notice and cure rights set forth in Section 19.1 of this Lease), and in addition to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenant▇▇▇▇▇▇.

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to Landlord, as provided in this Section 8.3within ten (10) days after being billed for the same, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s 's standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven five percent (75%) of the first $100,000.00 of the “hard” costs cost of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, actual and reasonable out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord's own funds. At Landlord's election in its sole and absolute discretion, Tenant shall deliver to Landlord prior to commencement of construction of the Alterations cash in an amount equal to all estimated costs related to the construction of such Alterations, or such lesser amount as Landlord shall invoice Tenant specify, to be held by Landlord and disbursed by Landlord for costs related to the construction of the Alterations as such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completedcosts are incurred. In the event that, after Tenant’s ▇▇▇▇▇▇'s approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to immediately upon Landlord's request. Any surplus funds delivered by ▇▇▇▇▇▇ and held by Landlord in connection with the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant Alterations shall be deemed in default of this Lease (subject refunded to the notice and cure rights set forth in Section 19.1 of this Lease), and in addition Tenant when all costs related to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenanthave been paid in full.

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to Landlord, as provided in this Section 8.3within ten (10) business days after being billed for the same, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven percent (7%) of the first $100,000.00 of the “hard” costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord’s own funds. At Landlord’s election in its sole and absolute discretion, Tenant shall deliver to Landlord prior to commencement of construction of the Alterations cash in an amount equal to all estimated costs related to the construction of such Alterations, or such lesser amount as Landlord shall invoice Tenant specify, to be held by Landlord and disbursed by Landlord for costs related to the construction of the Alterations as such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completedcosts are incurred. In the event that, after Tenant’s approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to promptly upon Landlord’s written request. Any surplus funds delivered by Tenant and held by Landlord in connection with the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant Alterations shall be deemed in default of this Lease (subject refunded to Tenant when the notice and cure rights set forth in Section 19.1 of this Lease), and in addition all costs related to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenanthave been paid in full.

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to Landlord, as provided in this Section 8.3within ten (10) days after being billed for the same, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) the cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith, (ii) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (iii) Landlord's fee for its involvement with such Alterations, which supervision fee shall be equal to five percent (5%) of the costs of each such Alteration; and (iv) all other costs incurred by Landlord in connection with the construction of the Alterations. In the event Landlord and Tenant agree that Landlord shall construct and install the Alterations in the Premises on Tenant's behalf, such work shall be done at Tenant's sole cost and expense and Tenant shall pay to Landlord, within ten (10) days after being billed for the same, all costs related to the construction of the Alterations, including, without limitation, the costs described in the immediately preceding sentence and the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; and (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on. Landlord, assessed against at its option, may render bills to Tenant in advance of, or paid by Landlord; (vi) Landlord’s standard supervision fee for its involvement with such Alterationsduring, which supervision fee shall be equal to the sum of (A) seven percent (7%) construction of the first $100,000.00 of the “hard” Alterations so as to enable Landlord to pay all costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord's own funds. At Landlord's election in its sole and absolute discretion, Tenant shall deliver to Landlord prior to commencement of construction of the Alterations cash in an amount equal to all estimated costs related to the construction of such Alterations. , or such lesser amount as Landlord shall invoice Tenant specify, to be held by Landlord and disbursed by Landlord for costs related to the construction of the Alterations as such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completedcosts are incurred. In the event that, after Tenant’s 's approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to immediately upon Landlord's request. Any surplus funds delivered by Tenant and held by Landlord in connection with the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant Alterations shall be deemed in default of this Lease (subject refunded to the notice and cure rights set forth in Section 19.1 of this Lease), and in addition Tenant when all costs related to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenanthave been paid in full.

Payment for Improvements. If Landlord elects Prior to make an Alterationthe commencement of construction of the Alterations, then Tenant shall pay to Landlord, as provided supply Landlord with cash in this Section 8.3, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven five percent (75%) of the first $100,000.00 of the “hard” hard costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord’s own funds; provided that upon ▇▇▇▇▇▇’s written request therefor, Landlord shall invoice provide a copy of the contractor’s proposal and/or the AIA Schedule of Values. To the extent that Landlord renders a bill to Tenant for pursuant to the immediately preceding sentence, Landlord shall have no obligation to commence construction of the Alterations (or to resume construction of the Alterations, as the case may be), until such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that bill has been completedpaid by ▇▇▇▇▇▇. In the event that, after Tenant’s approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to the immediately preceding sentencepromptly upon Landlord’s request provided Landlord gives Tenant a reasonably detailed invoice of such additional costs along with ▇▇▇▇▇▇▇▇’s request for payment. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant shall be deemed in default of this Lease (subject to the notice and cure rights set forth in Section 19.1 of this Lease), and in addition to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenant▇▇▇▇▇▇.

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to Landlord, as provided in this Section 8.3within ten (10) days after being billed for the same, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven percent (7%) of the first $100,000.00 of the “hard” costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord’s own funds. At Landlord’s election in its sole and absolute discretion, Tenant shall deliver to Landlord prior to commencement of construction of the Alterations cash in an amount equal to all estimated costs related to the construction of such Alterations, or such lesser amount as Landlord shall invoice Tenant specify, to be held by Landlord and disbursed by Landlord for costs related to the construction of the Alterations as such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completedcosts are incurred. In the event that, after Tenant’s approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to immediately upon Landlord’s request. Any surplus funds delivered by Tenant and held by Landlord in connection with the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant Alterations shall be deemed in default of this Lease (subject refunded to Tenant when the notice and cure rights set forth in Section 19.1 of this Lease), and in addition all costs related to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenanthave been paid in full.

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to Landlord, as provided in this Section 8.3within ten (10) days after being billed for the same, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven percent (7%) of the first $100,000.00 of the “hard” costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs reasonably incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord’s own funds. At Landlord’s election in its sole and absolute discretion, Tenant shall deliver to Landlord prior to commencement of construction of the Alterations cash in an amount equal to all estimated costs related to the construction of such Alterations, or such lesser amount as Landlord shall invoice Tenant specify, to be held by Landlord and disbursed by Landlord for costs related to the construction of the Alterations as such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completedcosts are incurred. In the event that, after Tenant’s approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to immediately upon Landlord’s request. Any surplus funds delivered by Tenant and held by Landlord in connection with the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant Alterations shall be deemed in default of this Lease (subject refunded to Tenant when the notice and cure rights set forth in Section 19.1 of this Lease), and in addition all costs related to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenanthave been paid in full.

Payment for Improvements. If Landlord elects Prior to make an Alterationthe commencement of construction of the Alterations, then Tenant shall pay to Landlord, as provided supply Landlord with cash in this Section 8.3, an amount (the “"Alteration Amount”") equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s 's standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven ten percent (710%) of the first $100,000.00 of the “hard” costs cost of each such Alteration, and (B) three and one-half five percent (3.55%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord's own funds. To the extent that Landlord renders a b▇▇▇ to Tenant pursuant to the immediately preceding sentence, Landlord shall invoice Tenant for have no obligation to commence construction of the Alterations (or to resume construction of the Alterations, as the case may be), until such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that b▇▇▇ has been completedpaid by Tenant. In the event that, after Tenant’s 's approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to the immediately preceding sentencepromptly upon Landlord's request provided Landlord gives Tenant a reasonably detailed invoice of such additional costs along with Landlord's request for payment. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant shall be deemed in default of this Lease (subject to the notice and cure rights set forth in Section 19.1 of this Lease), and in addition to all of Landlord’s 's rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenant.

Payment for Improvements. If Landlord elects to make an Alteration, then Tenant shall pay to Landlord, as provided in this Section 8.3within ten (10) business days after being billed for the same, an amount (the “Alteration Amount”) equal to sum of (1) the Alteration Contract Amount, and (2) all other reasonable, out-of-pocket costs incurred by Landlord and related to the construction of the Alterations, including, without limitation, the following items and costs: (i) all amounts actually paid by Landlord to any architect/space planner, engineer, consultant, contractor, subcontractor, mechanic, materialman or other person, whether retained by Landlord or Tenant, in connection with the Alterations, and all fees incurred by, and the actual cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of all plans, specifications and working drawings for the Alterations; (ii) all plan check, permit and license fees relating to construction of the Alterations paid by Landlord; (iii) the reasonable cost of any changes in the Base Building when such changes are required by any plans, specifications or working drawings for the Alterations (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred by Landlord in connection therewith; (iv) the cost of any changes to the plans, specifications and working drawings for the Alterations or to the Alterations themselves required by all Applicable Laws applicable zoning and building codes and other laws and paid by Landlord; (v) sales and use taxes and Title 24 fees imposed on, assessed against or paid by Landlord; (vi) Landlord’s 's standard supervision fee for its involvement with such Alterations, which supervision fee shall be equal to the sum of (A) seven percent (7%) of the first $100,000.00 of the “hard” costs of each such Alteration, and (B) three and one-half percent (3.5%) of the “hard” costs of each such Alteration thereafter; and (vii) all other reasonable, out-of-pocket costs incurred by Landlord in connection with the construction of the Alterations. Landlord, at its option, may render bills to Tenant in advance of, or during, construction of the Alterations so as to enable Landlord to pay all costs and expenses incurred by Landlord in connection with the Alterations (including, without limitation, costs of the contractor retained to construct the Alterations) without advancing Landlord's own funds. At Landlord's election in its sole and absolute discretion, Tenant shall deliver to Landlord prior to commencement of construction of the Alterations cash in an amount equal to all estimated costs related to the construction of such Alterations, or such lesser amount as Landlord shall invoice Tenant specify, to be held by Landlord and disbursed by Landlord for costs related to the construction of the Alterations as such Alteration Amount, on a monthly basis, based on the percentage of such Alteration that has been completedcosts are incurred. In the event that, after Tenant’s 's approval of a cost proposal for the Alterations in accordance with Section 8.2, above, any revisions, changes or substitutions shall be made to the plans, specifications and working drawings or the Alterations, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Alteration Amount and shall be paid by Tenant to Landlord pursuant to immediately upon Landlord's request. Any surplus funds delivered by Tenant and held by Landlord in connection with the immediately preceding sentence. In the event Tenant fails to make a required payment to Landlord with respect to any Alterations, within the applicable time periods set forth in this Section 8.3, Tenant Alterations shall be deemed in default of this Lease (subject refunded to Tenant when the notice and cure rights set forth in Section 19.1 of this Lease), and in addition all costs related to all of Landlord’s rights and remedies provided in this Lease, (aa) Landlord shall have the right to immediately stop the construction of any such Alterations until such time as Tenant has paid to Landlord all amounts due and owing to Landlord hereunder, and (bb) any delays in the construction of the Alterations caused by such stoppage by Landlord shall be deemed caused by Tenanthave been paid in full.