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L:E/CII7k5FBI
<br />Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction ofthe
<br />Tenant Imp rove Ilia pis) in excess of the Allowance Amount (1%xcess'fenmm Impruv(nwnl Costs") in occoldanoe with Ilia provisions of this Work
<br />Letter. Landlord shall have no obligation Hereunder to make any payments or disbursements, or to Incur any obligation to make any payment or
<br />disbmsemenl in connection with the design and consh•ue lop of the Tenant Intprovemeols, In a total amount which exceeds the Allowance Amount,
<br />In any event, at all times Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the
<br />design and construction of the Tenant Improvements. "Landlord's Architect" ntcnas the qualified licensed architect designated by Landlord Dart
<br />time to time as Landlord's Architect.
<br />2.1,2 "Tenant Improvement Costs" means ilia following; (i) the fees of the Architect and the Bngineefs In excess of the
<br />Space Planning Allowance; (Ili) Landlord's customary supervision red (the "Supm•visioo Fee") in an muounlequal to three percent (N) of the total
<br />Tenant Improvement Costs (excluding die Supervision Fee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by,
<br />Landlord and Landlord's consultants lit connection WRI, the preparation and review of file Construction Drawings; (lv) the cost of any changes or
<br />modifications In or to ilia Common Areas or Basis Building when such Changes are required In connection with the Tonant Improvements (which
<br />shall Include, without limitation, any modifications or alterations to the path of travel fromho public transportation and public right""-wny, parking
<br />and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to Tile Construction
<br />Drawings or the Tenant Improvements required by Code; (vl) ail costs of (or relating to) construction orthe Tenant improvements (without regard to
<br />the amount of file Bid Estimate or Landlord's estimate of total Tennnl Improvement Costs), Including, wifitoul limitation, testing and inspection
<br />costs, trash removal costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) tie cost of cable and other
<br />telecommunications lines Installed as poi of the Tenant Improvements, but specifically excluding any costs in connection with the installation of
<br />Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vi(I) pion check, permit fees, license fees, Title 24 fees and ose
<br />taxes; and (Ix) the cost of installing Building Standard window coverings; and (x) the costs of the team)[ demising walls and public corridor walls and
<br />materials to be Installed on the second floor relating to the drywall and any finishes and hardware on the Premises side ofsuch walls as designated by
<br />Landlord,
<br />2.2 Payment of Excess Tenant Improvement Carta by Tenant. Prior to commmncemant of performance of the Tenant
<br />Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord in cash the
<br />entice Estimated Excess Tenant Improvement Cost (defined in Sectign 3.2 1 below), If at any time during die course of performance of the Tenant
<br />Improvements, Landlord In good Ihfth determines that the Excess Tenant Improvement Costs to be Incurred In connection with performance of the
<br />Tenant Improvements will exceed the amount of sty amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section
<br />2.2, then not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord In cash the antount of
<br />such excess. Any failure by Tenant to pay to Landlord Any amount required to be paid to Landlord under this Suction 2.2 (or under Section 2.3.2
<br />below) within the time periods specified shove shall be treated as failure to pay Real when the same is due under the Lease, and notwithstanding
<br />anything in this Work Lotter or die Lomas to the contt•ary, (a) Landlord shall hove the right to require the Contractor (defined below) to discontinue its
<br />Performance of the Tenant Improvements until such time as Talent complies with the requirements of this Section 2.2, (b) any delays associated with
<br />any such discominumcro shall be deemed Tenant Delays (and shall not, in oily case, constitute Landlord Delays) and (a) Landlord shall not be liable
<br />to Tenant for tiny additional costs, lost profits, lost economic opportunities or any form of consequential damage which may result from any such
<br />discontinuance by Landlord under this 5ecll2n 2 2.
<br />2.3 Disbursement; Reconciliation Or Costs. Landlord shall have flee right to disburse the Allowance Amount together with all
<br />Deposits previously mode by Tenant (collectively, the "Tenant Credit Amin tint") for such Tenant Improvement Costs end in such ruler as Landlord
<br />shall determine. Following final completion of fine Tenant Improvements, Landlord shall reconcile lba "TI Cost Reeoncil)ntion") the total'fenenl
<br />Improvement t Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount.
<br />2.3.1 If the TI Cost Reconciliation indicates [flat the total Tenant Improvement Costs Incurred or disbursed by Landlord
<br />hereunder exceed ilia Tenant Credit Amount, Tenant shall pay in cash to Landlord, the Amount of the excess within three (3) business (Joys of
<br />Landlord's written request therefor.
<br />2.3.2 If the TI Cost Reconcilhuion Indiontas that the Tsio tit Credit Amount exceeds die total Tenant Improvement Costs
<br />Incurred or disbursed by Landlord hereunder, then: (A) to the extent of any Deposits made by Tenant, Landlord shall promptly rcavn (or At
<br />Landlord's election, credit against Tenant's obligations to pay Rent next coming due) the amount of such excess Deposits to Tenant, and (b) to die
<br />extent that the 'I'I Cost Reconciliation indicates that Allowance Amount exceeds the Iota] Tenant Improvement Costs incurred or disburser] by
<br />Landlord hereunder (may such excess the "Unapplied Allowance Amount"). then Tenant shrill have the right, exercisable on or before the first (I")
<br />anniversary of the Commencement Date to deliver u Disbursement Request (together with oil of the other items described In .599ton 2.3.1above)
<br />requesting: (i) disbursement of funds from Ilia Unapplied Allowance Amount ]br (i) Tenant Improvement Costs paid directly by Tenant; (11)
<br />disbursement of up to M3,211,00 (i.e., $/0.00 per RSF in the Initial Promises) ti•oen tie Unapplied Allowance Amount for FF&E Costs (defined
<br />below) Incurred by Tenant; and/or (ill) disbursement crop to 06 / i) (i.e.. $,.00 per RSF in the Initial Premises) treat die Unapplied Allowance
<br />Amount for Cabling & Moving Costs (defined below) incurred by Tenant; provided the, for the avoidance of doubt, Landlord shall have no
<br />obligation under [his Section 2.3.2 or otherwise to: (A) disburse any amount in excess of the Unapplied Allowance Amount, (B) disburse more [hall
<br />the amount specified in clmrse (li) above or rw Costa. (C) disburse more than the amount specified in clause (ill) above for Cabling mud Moving
<br />Costs, (D) disburse uny funds train [ha Unapplied Allowance Antonin for which Tennnl ties( requests disbursement on or after the first anniversary of
<br />Ilia Commencement Data. "FF&E Costs" means costs Incurred by Tenant for lbriliftu•a, fixtures and equipment and cabling lair the Premises, and
<br />"Cahfing & Moving Coats" means costs incuns:d by Tenant Ibrcabling installed in the Premises and ur for Tenant's move into the Promises.
<br />2.3,3 Nmwilhslunding anything to the contrary in this Work Lefler (or in any other provisionu of this Lease), if the
<br />Allowance Amount exceeds the toad Tenant hnprovemenl Costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenet
<br />undor Section 2.3.2 above, Tenant shall not be entitled to tiny credit against re abalumom or Ron[.
<br />,PP( fpCAdr Cnrrna• Ur —Clip nfSnn(n d un Lnree
<br />Exhibit C
<br />80A-351
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