Common use of Requisitions Clause in Contracts

Requisitions. Subject to Section 3.4(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is ▇▇▇▇▇▇▇▇’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or ▇▇▇▇▇▇’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly.

Requisitions. Subject Provided that the title to Section 3.4(c) belowthe Property is good and free from all encumbrances, Landlord except the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall pay Landlord’s Proportion (hereinafter defined) notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration of the cost shown on each requisition Condominium Documents (hereinafter definedthe "Notification Date") submitted by Tenant and the Purchaser is to Landlord within thirty be allowed ten (3010) days after the Notification Date to examine the title to the Property at his/her own expense, and shall not call for the production of submission thereof by Tenant any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to Landlord until title which the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a fractionreasonable sum for the cost of repairing and cleaning the Property as a result of the Purchaser occupying the Property during the Interim Occupancy Period, and the Vendor shall have no further liability or obligation hereunder and shall not be liable for any costs or damages thereby. Save as to any valid objection so made within such time, the numerator of which Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is ▇▇▇▇▇▇▇▇’s Contribution registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the denominator same shall be deemed to be a satisfactory manner of which is response. Notwithstanding anything herein contained and notwithstanding the total price for all provisions of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord Act or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question successor legislation, or of the improvements installed to date Land Titles Act (Ontario), R.S.O. 1990 (the "LTA") and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the Premisesappropriate Land Registry Office, accompanied by reasonable evidence (including certifications executed by Tenant such mortgages, charges, debentures or ▇▇▇▇▇▇’s architecttrust deeds shall be deemed to be discharged for all purposes once the discharges, subject cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the architect’s standard of care) that contrary as contained in the amount of LTA, as amended and any successor legislation or the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlyAct or any successor legislation.

Requisitions. Subject The Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance, as the case may be, shall be payable by Landlord to Section 3.4(cTenant (or, at Landlord’s option, directly to Tenant’s contractor) belowupon written requisition to Landlord. Prior to payment of any such installment Tenant shall deliver to Landlord a written request, which request shall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by: (i) in the case of any payments to be made to Tenant, and not as a direct payment to the contractor, copies of paid invoices from Tenant’s contractor, and partial lien waivers or final lien waivers (in the case of a final installment) with respect to all invoices to be paid from such requisition, (ii) in the case of any payments to be made as a direct payment to the contractor, invoices with respect to the work for which payment is requested, and partial lien waivers with respect to such work (or final lien waivers in the case of a final installment) conditioned only upon payment of such invoices; (iii) a certificate signed by the Tenant’s architect certifying that the work represented by the aforementioned invoices has been completed substantially in accordance with the plans previously approved by Landlord which may be on AIA form G702; (iv) when the work is substantially complete, a certificate of substantial completion signed by Tenant’s architect which may be on AIA form G704, and, if applicable, as-built plans for Tenant’s Expansion Premises A Work or Tenant’s Expansion Premises B Work, as the case may be, prepared by Tenant’s architect (in the case of a final installment); and (v) all other commercially reasonable information and materials reasonably requested by Landlord. Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord installment within thirty (30) days of submission thereof receiving the request for such disbursement together with the materials enumerated in the previous sentence and satisfying the requirements thereof. Each installment by Landlord will be in the amount of Landlord’s pro-rata share based on the ratio of (A) the sum of the Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance being allocated to by Tenant to Landlord until the entirety of LandlordTenant’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, Expansion Premises Work included in the numerator of which is ▇▇▇▇▇▇▇▇’s Contribution relevant construction and the denominator of which is design contract to (B) the total price for all cost of the Tenant’s Expansion Premises Work for included in the Premises (relevant construction and design contract, as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, documentation delivered to Landlord with the requisition first submitted by TenantTenant for such Work (subject to all conditions and limitations set forth in this Amendment), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect less a retainage equal to the prior month’s requisition, greater of the retainage set forth in the construction and such other documentation as Landlord design contract or any Mortgagee may reasonably requestfive percent (5%) showing in reasonable detail of amount due under the construction contract. Tenant shall be entirely responsible for the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or ▇▇▇▇▇▇Tenant’s architect, subject Expansion Premises Work except to the architect’s standard extent required to be paid by Landlord in accordance with the terms of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisitionthis Amendment. Notwithstanding the foregoing, Tenant In no event shall not Landlord be required to deliver Lien Waivers at pay more than the time of Expansion Premises A Tenant Improvement Allowance and the first requisition, but shall deliver Expansion Premises B Tenant Improvement Allowance as provided in this Amendment or to pay either the Lien Waivers and evidence of payment of Expansion Premises A Tenant Improvement Allowance or the first requisition Expansion Premises B Tenant Improvement Allowance except as provided in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlythis Amendment.

Requisitions. Subject to Section 3.4(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is ▇▇▇▇▇▇▇▇Landlord’s Contribution and the denominator of which is the sum of: (i) total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), plus (ii) Total Cost of Landlord’s Tenant Improvement Work, but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or ▇▇▇▇▇▇’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoingforegoing or anything herein to the contrary, Tenant shall not be required to deliver Lien Waivers (i) at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition, or (ii) from any subcontractors or suppliers providing services or materials [STILL WAITING FOR CONFIRMATION FROM LANDLORD’S MORTGAGEE: costing less than $25,000 in the aggregate]. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly. Furthermore, Tenant shall have no obligation to submit a requisition or related materials with respect to Landlord’s Tenant Improvement Work, such amounts being due and payable to Tenant upon Tenant’s request in accordance with Section 3.2(a).

Requisitions. Subject to Section 3.4(c) below, Landlord shall pay Landlord’s 's Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s 's Contribution has been exhausted. “Landlord’s Proportion” "LANDLORD'S PROPORTION" shall be a fraction, the numerator of which is ▇▇▇▇▇▇▇▇’s Landlord's Contribution and the denominator of which is the total contract price for all the applicable portion of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1)'s Work. A “requisition” "REQUISITION" shall mean written documentation (including, without limitation, invoices or bills from Tenant’s 's contractors, vendors, service providers and consultants (collectively, “Contractors”"CONTRACTORS") and partial lien waivers and subordinations of lien in statutory formlien, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”"LIEN WAIVERS") with respect to the prior month’s 's requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by from Tenant or ▇▇▇▇▇▇’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Each requisition shall be accompanied by evidence reasonably satisfactory to Landlord, including without limitation Lien Waivers, that items, services and work covered by the prior requisition have been fully paid by Tenant and that the work has been performed. Notwithstanding the foregoing, with respect to the first requisition for Landlord's Contribution, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien TOLERRX LEASE / BUILDING 300 / EXECUTION VERSION -11- Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s 's Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s 's books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly.

Requisitions. Subject The TI Allowance shall be payable by Landlord to Section 3.4(c) Tenant in installments, as provided below, according to reasonable construction disbursement procedures and as Tenant’s 11th Floor Premises Work progresses. In any case, prior to payment of any such installment, Tenant shall deliver to Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each a written requisition (hereinafter defined) submitted by Tenant to Landlord within “Requisition”), which Requisition shall be given no more frequently than once every thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” and which shall be a fraction, the numerator of which is ▇▇▇▇▇▇▇▇’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (includinginclude, without limitation, (1) invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisitionapproved by Tenant, and such other documentation as Landlord or any Mortgagee may reasonably request) , showing in reasonable detail the costs cost of the item items in question or of the improvements installed to date in the Premises11th Floor Premises for which reimbursement is requested, accompanied by reasonable evidence (including certifications executed by Tenant or ▇▇▇▇▇▇from Tenant’s architect, subject to the architect’s standard of care) contractors that the amount of the requisition Requisition in question is true and correct and does not exceed the cost of the items, services and work items or improvements covered by such requisition. Notwithstanding Requisition; (2) copies of conditional partial lien waivers or conditional final lien waivers (in the foregoingcase of a final installment), or such other form(s) as Landlord may reasonably require so that no mechanic’s or materialman’s liens shall attach to the 11th Floor Premises or the Building as a result of Tenant’s 11th Floor Premises Work or, if attached, evidence reasonably satisfactory to Landlord that they have been satisfied of record or that they are being contested in good faith by Tenant with Tenant posting any bond or indemnity as required under applicable Laws pending the resolution of such challenge (and unconditional final lien waivers will be provided to Landlord when Tenant’s contractors have been paid in full); (3) certification from Tenant’s architect that Tenant’s 11th Floor Premises Work has been completed in accordance with the Tenant’s plans (in the case of a final installment); (4) “as built” plans for Tenant’s 11th Floor Premises Work (in the case of a final installment); and (5) a “certificate of occupancy” and/or “occupancy permit”, or a “temporary certificate of occupancy” and/or “temporary occupancy permit” from the City of Boston (or the applicable governmental authority) for the 11th Floor Premises with Tenant’s 11th Floor Premises Work completed (in the case of a final installment); or (6) with respect to the “soft costs” of Tenant’s 11th Floor Premises Work (as further described below), Tenant shall not only be required to deliver Lien Waivers at provide invoices showing in reasonable detail the time cost of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition items in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlyquestion.

Requisitions. Subject Title to Section 3.4(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted Property will be examined by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is ▇▇▇▇▇▇▇▇▇, at Purchaser’s Contribution expense. Purchaser will be allowed until 6:00 p.m. (Toronto time) on the date that is fifteen (15) days following the Effective Date (the “Requisition Date”) to investigate title to the Property, and to conduct its off-title searches with respect thereto. If prior to the denominator expiry of which is the total price for all of Tenant’s Work for Requisition Date, Purchaser furnishes Seller: (i) with any valid objections to title to the Premises Property relating solely to encumbrances that are not Permitted Encumbrances; or (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord ii) with the requisition first submitted by Tenant), but any objections in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants connection with its off-title searches revealing material matters that are not Permitted Encumbrances (collectively, in this section, the “ContractorsRequisitions”) ), which Requisitions Seller is unable or unwilling to remove, remedy or satisfy prior to Closing and partial lien waivers and subordinations of lien in statutory formwhich Purchaser will not waive, as specified in M.G.L. Chapter 254this Agreement may, Section 32 for applicable contractors and service providers (“Lien Waivers”) notwithstanding any intermediate acts or negotiations with respect to such objections, at the prior month’s requisitionoption of the Purchaser, in its sole and absolute discretion, be terminated, by notice in writing to Seller, and upon such other documentation as Landlord termination, the Downpayment shall be released by Seller’s Solicitors to Purchaser, without deduction, and Seller and Purchaser shall be released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of this Agreement), Seller shall provide Purchaser with written notice of its intent to satisfy or any Mortgagee may reasonably requestnot satisfy such Requisitions, within ten (10) showing in reasonable detail days of receipt thereof from Purchaser provided, however, that if Seller cannot remedy the costs subject matter of such requisition on or before the Closing Date, but Seller is of the item view, in question its sole and absolute discretion, that it would be possible to remedy same given further time to do so, then Seller, in its sole and absolute discretion, may extend the Closing Date, from time to time for a total period not to exceed ninety (90) days, upon written notice to Purchaser to be delivered on or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or ▇▇▇▇▇▇’s architect, subject prior to the architect’s standard of care) date that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within is five (5) days following payment Business Days prior to the Closing Date, and shall remedy the subject matter of Landlordsuch requisition on or before such extended Closing Date. Save and except as to any Requisitions made by the Requisition Date, Purchaser shall be deemed to have irrevocably waived its right to raise any objection to, or to have or make any claim regarding, any defect, matter or issue in respect of the Property or any other aspect thereof of any nature whatsoever, unless: (i) the foregoing first arose or was created after the expiry of the Requisition Date (in which event, the provisions set out in the preceding sentence shall apply, mutatis mutandis), whether as a result of a Seller’s Contribution breach of this Agreement or otherwise; or (ii) the foregoing is subject to adjustment in accordance with respect Article 4 of this Agreement, and then, in each case, only to such first requisition. Landlord shall have the right, upon reasonable advance notice extent otherwise permitted pursuant to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlythis Agreement.

Requisitions. Subject In the event that the Cost Proposal is greater than the TI Allowance, then Tenant shall promptly pay the Excess Costs as provided in Section 4(E) above. The ratio that the TI Allowance bears to Section 3.4(cthe Cost Proposal shall be hereinafter called the “TI Percentage”. The TI Percentage shall not be less than one hundred percent (100%) belowon the First Amendment Commencement Date. Prior to each requisition (as hereinafter defined), Tenant shall submit a certification from the Architect to Landlord stating (i) the cost of the Tenant Improvement Work that has been completed and for which payment is being requested, and (ii) the Architect’s then-current estimate of the total cost of the remaining portion of the Tenant Improvement Work (other than soft costs, which soft costs will be certified by Tenant) (a “Revised Cost Proposal”). Notwithstanding anything to the contrary contained herein, in the event that the ratio that the balance of the unfunded TI Allowance bears to the Revised Cost Proposal (the “Progress Ratio”) is smaller than the TI Percentage, then Landlord shall not be obligated to make any disbursements until the Tenant’s Architect certifies that the Progress Ratio is equal to or greater than the TI Percentage. Provided that the Progress Ratio is equal to or greater than the TI Percentage, Landlord shall make payments to Tenant or Tenant’s General Contractor in a prompt and timely manner, based on appropriate invoices and documentation from Tenant’s General Contractor and Architect during the progress of the Tenant Improvement Work. If the Progress Ratio is less than the TI Percentage, Landlord shall make no payments to Tenant or Tenant’s General Contractor during the progress of the Tenant Improvement Work until Tenant first pays any Excess Costs, after Tenant pays such Excess Costs, Landlord shall pay Landlord’s Proportion (hereinafter defined) its portion of the cost shown current amount due based upon the Progress Ratio for the amount of the Tenant Improvement Work that has been completed (as certified by Tenant’s Architect), (e.g., if the Architect certifies that $100,000.00 worth of Tenant’s Work has been completed and the Progress Ratio is 55%, Landlord shall disburse $55,000.00, with Tenant paying the remaining $45,000.00. Payments on each requisition (hereinafter defined) submitted account of the Tenant Improvement Work shall be made by Tenant to Landlord Tenant, within thirty (30) days of submission thereof receipt of invoice therefor by the General Contractor. Tenant to Landlord until shall pay its pro rata share and 100% of any Change Order Costs or other Excess Costs over and above the entirety amount of Landlord’s Contribution has been exhaustedthe TI Allowance on account of the Tenant Improvement Work. “Landlord’s Proportion” shall be For the purposes hereof, a fraction, the numerator of which is ▇▇▇▇▇▇▇▇’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractorsinvoices, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien (in statutory formhand, as specified for all past payments and, for all current payments, prospective, to be delivered in M.G.L. Chapter 254, Section 32 exchange for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisitionpayments), and such other documentation as Landlord or any Mortgagee Landlord’s mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, question. Each requisition shall be accompanied by reasonable evidence (including certifications executed by Tenant or ▇▇▇▇▇▇’s architect, subject reasonably satisfactory to the architect’s standard of care) Landlord that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding requisition have been fully paid by Tenant or, to the foregoingextent such items are paid by Landlord directly to the contractor, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution that lien waivers with respect to such first requisitionpayments have in fact been received. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly.

Requisitions. Subject to Section 3.4(c) below, Landlord The Construction Work shall pay Landlord’s Proportion (hereinafter defined) be funded by the Initial Capital Contributions of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days Members and the Construction Advances. In that connection, as and when required for the performance of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fractionConstruction Work, but not more frequently than monthly, the numerator of Developer Member shall prepare and submit to the Preferred Member a request for an Initial Capital Contribution and/or a request for a Construction Advance under the Loan Documents, if applicable (each, a “Requisition”) which shall: 1. set forth the amounts and purposes for which the amount requested (the “Requisition Amount”) is ▇▇▇▇▇▇▇▇’s Contribution to be utilized, 2. set forth a certification from the Developer Member that all sums included in the Requisition Amount are due and the denominator of which payable for work and/or services performed and that such amount is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord be utilized solely to pay Construction Expenditures in compliance with the requisition first submitted Development Budget (taking into account the flexibility provided to the Managers to deviate from the Development Budget to the extent herein expressly permitted), 3. contain a reconciliation with the Development Budget in form reasonably satisfactory to the Preferred Member showing all amounts spent on Construction Expenditures through the date of the Requisition, 4. set forth a certification from the Developer Member that no Developer Member Event of Default exists, and 5. contain such other information as may be reasonably requested by Tenant), but the Preferred Member. The Preferred Member shall have the right to approve each Requisition in no event greater than one its reasonable discretion (1). A “requisition” shall mean written documentation (includingand, without limitation, invoices each Requisition shall be approved by the Preferred Member before the same is submitted to the Lender, if applicable), and the Preferred Member shall use commercially reasonable efforts to approve or bills disapprove a Requisition (or request additional information regarding such Requisition) within three (3) business days after its receipt of the same. Upon the approval of a Requisition by the Preferred Member and the Lender, if applicable, the Requisition Amount shall be funded or transferred by the Preferred Member and from Tenant’s contractorsa Construction Advance, vendorsif applicable, service providers into a separate Company bank account (the “Payment Account”), and consultants the Developer Member shall withdraw funds from such Payment Account to pay Construction Expenditures in accordance with such Requisition and the other provisions of this Agreement. Except for the first Requisition, concurrently with the delivery of each Requisition to the Preferred Member, the Developer Member shall provide to the Preferred Member (collectivelyor cause the property manager to provide to the Preferred Member) a statement (a “Reconciliation Statement”), “Contractors”which shall: (i) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to detail how the prior month’s requisitionRequisition Amount was utilized, (ii) reconcile such usage with the prior Requisition, and (iii) set forth an explanation of any material variances (which provision, however, shall not be construed as a waiver of the requirement that each Requisition Amount shall be utilized in conformity with the applicable Requisition). The Reconciliation Statement shall be certified as accurate by an officer of the Developer Member. If any portion of the prior Requisition Amount has not yet been expended as of the date of the Reconciliation Statement, the Reconciliation Statement shall so state and provide an explanation therefor, and the Requisition accompanying the Reconciliation Statement shall take into account such other documentation as Landlord unused prior Requisition Amount. If the Developer Member withdraws funds from the Payment Account except in accordance with a Requisition approved by the Preferred Member, or fails to use any Mortgagee may reasonably request) showing amounts so withdrawn in reasonable detail conformity with the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence applicable Requisition (including certifications executed by Tenant or ▇▇▇▇▇▇’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding excluding from the foregoing, Tenant shall not however, any cost savings or immaterial variations), then, without limitation on the Preferred Member’s and the Company’s other rights and remedies, the Preferred Member may thereafter require that all checks or other withdrawals on the Payment Account must be required counter-signed by a designated representative of the Preferred Member, and the procedure set forth in this Section 4.2(e) pertaining to deliver Lien Waivers funding the Requisition Amount into the Payment Account may, at the time option of the first requisitionPreferred Member, but be discontinued (in which event, thereafter all checks for Construction Expenditures shall deliver be signed by the Lien Waivers and evidence of payment of the first requisition in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthlyPreferred Member).

Requisitions. Subject to Section 3.4(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Second Amendment Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is ▇▇▇▇▇▇▇▇Maximum Amount (as reduced by the amount, if any, of the Rent Credit) of Landlord’s Second Amendment Contribution and the denominator of which is the total price Budget for all of Tenant’s Work for Permitted Costs, as the Premises (as evidenced by reasonably detailed documentationdenominator may change, including without limitation copies of all contracts therefor, delivered from time to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1)time. A “requisition” shall mean written documentation AIA Documents G-702 and G-703 duly executed and certified by Tenant’s architect and general contractor (includingaccompanied by, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory formlien, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Vice President, or other officer of Tenant or ▇▇▇▇▇▇’s architect, subject to the architect’s standard of care) that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoingTenant shall, Tenant shall not be required to deliver Lien Waivers at the time of the first requisition, but shall deliver the Lien Waivers and evidence of payment of the first requisition in full within five ten (510) days following payment of Landlord’s Contribution with respect written request from Landlord from time to such first requisition. time, provide to Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records sufficient backup documentation relating to each requisition in order to verify the amount thereofof Permitted Costs for Tenant’s requested payment. Tenant shall submit requisition(s) no more often than monthly.